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, 2004, 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(g) of the Act:
                    Common Stock, par value $.01 per share

      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.  [   ]

      Indicate by check mark whether the  registrant is an accelerated  filer
 (as defined in Rule 12b-2 of the Securities Exchange Act). Yes [ X ] No [  ]

      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, 2004, the last trading date of registrant's most
 recently completed second fiscal quarter is $276,126,000.

      As of  March 10, 2005,  there were  16,080,140 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 May  26, 2005, 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, 2004


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

 Item 1.    Business
 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 and Executive Officers of the Registrant
 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
 Item 14.   Principal Accounting Fees and Services

 PART IV

 Item 15.   Exhibits, Financial Statement Schedules and Reports
              on Form 8-K


 SIGNATURES

<PAGE>

                                    PART I
                                    ------

 Forward-Looking Information

      This annual  report may  contain forward-looking  statements about  the
 business,  financial  condition  and  prospects  of  First  Cash   Financial
 Services, Inc.  Forward-looking statements 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 in
 this  annual  report include,  without limitation,  the Company's  liquidity
 forecast  for  2005  and  its  expectations  for  new  store  openings   and
 acquisitions in 2005.  These statements  are made to provide the public with
 management's  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 release
 any updates or revisions to any such statement to reflect any  change in the
 Company's expectations or any change  in events, conditions  or circumstance
 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.  Recently  revised federal  regulations
 affecting the payday advance industry could affect  the Company's  financial
 results and growth expectations in certain  markets; however, the impact  of
 the revised regulations cannot be estimated at the current time.  Other such
 factors may include changes in regional, national or international  economic
 conditions,  changes or  increases  in  competition,  the  ability  to  open
 and  integrate  new  stores,  the  ability  to  maintain  favorable  banking
 relationships as  it  relates to  short-term  lending products,  changes  in
 governmental regulations, unforeseen litigation, changes in interest  rates,
 changes in tax rates or policies, changes in gold prices, changes in foreign
 currency exchange rates, future business decisions, and other uncertainties.

 Stock 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, treasury  shares
 and par value) have been retroactively adjusted to reflect the split.


 Item 1.  Business
 -----------------

 General

      First Cash  Financial  Services,  Inc. (the  "Company")  is  a  leading
 provider of specialty consumer finance products.  The Company currently  has
 292 locations in eleven  U.S. states and  five states in  Mexico and is  the
 nation's third largest  publicly traded  pawnshop  operator.  The  Company's
 pawn stores engage in both consumer finance and retail sales activities, and
 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  short-term advances, which are also known as
 payday loans.

      The Company also operates stand-alone payday advance stores in  several
 U.S.  states.  These  stores provide  a broad  range of  consumer  financial
 services products, including payday, or short-term advances, check  cashing,
 money order sales, money transfers and bill payment services.  In  addition,
 the Company  is  a  50%  partner  in  Cash  &  Go,  Ltd.,  a  Texas  limited
 partnership, which  currently owns  and operates  40 kiosks  located  inside
 convenience stores, which offer short-term advances and check cashing.

      For the  year ended  December 31,  2004,  the Company's  revenues  were
 derived as  follows:   48% from  merchandise sales,  19% from  pawn  lending
 activities, 30%  from short-term  advance lending  activities, and  3%  from
 other sources, primarily check cashing fees.

      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, American  Loan &  Jewelry, Inc.,  WR Financial,  Inc.,  Famous
 Pawn, Inc., JB Pawn, Inc., Cash & Go, Inc., One Iron Ventures, Inc., Capital
 Pawnbrokers, Inc., Silver Hill Pawn, Inc., Elegant Floors, Inc., First Cash,
 S.A. de C.V.,  American Loan Employee  Services, S.A. de  C.V., First  Cash,
 Ltd., First Cash Corp., First Cash  Management, LLC, First Cash, Inc.,  FCFS
 MO, Inc., FCFS OK, Inc., and FCFS SC, Inc.

      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 represents a rapidly 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.  This segment of consumers is typically not
 effectively or  efficiently served  by traditional  lenders such  as  banks,
 credit unions or credit-card servicers.  First Cash competes directly in the
 specialty consumer finance industry through both  its pawn loan product  and
 its short-term or payday advance product.

      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
 development  of pawnshops.  Management believes  the  U.S. pawnshop industry
 is  highly  fragmented  with approximately  15,000  stores  in the  country.
 The  three  major  publicly  traded  pawnshop  companies  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  underdeveloped  as
 compared to the U.S.  Management  believes the Mexican pawnshop industry  is
 somewhat fragmented, as in the U.S., but with fewer than 2,000 stores in the
 entire  country.  Management  estimates that  the three  largest  operators,
 including First Cash,  account  for approximately  20% of  all pawn  stores.
 First Cash is one  of few  U.S. companies with a  presence in Mexico and the
 only major publicly  traded U.S. company  that is doing business there.  The
 Company currently operates over 100 pawnshops in Mexico and sees significant
 opportunity due to the large potential consumer base and limited competition
 in new and existing Mexican markets.

      The short-term or payday advance industry is a relatively new  industry
 and is experiencing  rapid growth  in  the U.S.  A leading industry  analyst
 estimates that there are over 21,500 payday advance locations throughout the
 United  States.  The  number of  industry-wide payday  advance locations  is
 expected to double over the next  decade.  There are several privately  held
 chains that operate  from  100 up to approximately 1,200  stores each.   The
 eight largest  publicly  held  operators of  payday  advance  stores,  which
 includes  First Cash Financial Services, Inc., operate  a combined total  of
 over  5,700 stores.  There is currently not  a similar short-term or  payday
 advance industry  in Mexico  due to  relatively few  Mexican consumers  that
 utilize checking accounts in  a manner that is  conducive to payday  advance
 lending.

 Business Strategy

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

 New Store Openings

      The Company has opened  118 new pawn stores  and 66 new payday  advance
 stores since its  inception and currently  intends to  open both  additional
 pawn stores and payday advance stores in locations where management believes
 appropriate demand and other favorable conditions  exist.  During the  years
 ended December 31, 2004, 2003 and 2002, the Company opened 40, 31 and 25 new
 pawn stores, respectively, and over the same three years, the Company opened
 12, 16 and 13 new payday advance stores, respectively.

      Management seeks to locate new stores 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 can  be  open  for business  within  six to  eight  weeks.  The
 investment required to open a new pawn store includes store operating  cash,
 inventory, funds available  for pawns 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  between $200,000  and
 $335,000 is required to fund a  new pawn store for  the first six months  of
 operation.  The Company also estimates that between $200,000 and $335,000 is
 required to fund  a new payday  advance store for  the first  six months  of
 operation, which includes investments  for leasehold improvements,  security
 and computer  equipment,  funds  available for  short-term  advances,  store
 operating cash, and start-up losses.

      The  Company  currently plans  to  continue its  expansion in  existing
 markets,  with  the  primary  focus being pawn stores,  primarily in Mexico,
 and secondarily,  payday  advance stores  in the U.S.  The Company continues
 to  evaluate  new  markets  with  favorable  demographics   and   regulatory
 environments.  The Company has an organizational structure that it  believes
 is capable of supporting a larger, multi-country and multi-state store base.

 Enhance Productivity of Existing and Newly Opened Stores

      The primary  factors  affecting  the  profitability  of  the  Company's
 existing store base  are the  volume of retail  sales, the  gross profit  on
 retail sales, the level of pawn  loans outstanding, the level of  short-term
 advances outstanding,  the  volume  of  check  cashing  and  other  consumer
 financial services, and the  control of store  expenses, including the  loss
 provision expense  related  to  short-term advances.  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/short-term advance stores
 and  to  make customers  feel  more  comfortable.  In addition  to  well-lit
 parking facilities, the  stores' exteriors typically  display an  attractive
 and distinctive awning similar to those used by contemporary convenience and
 video  rental  stores.  The Company  also has  upgraded or  refurbished  the
 interior  of  certain  stores  and  improved  merchandise  presentation   by
 categorizing items into departments,  improving the lighting and  installing
 better in-store signage.

      The  Company  has  implemented  an  employee-training program  for both
 store  and  corporate-level  personnel  that   stresses   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 located  in
 Allen, Texas, that  houses the  centralized database  and operating  system.
 The system provides  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 both the pawn industry  and
 the payday advance industry, as well as the availability of certain regional
 chains and "mom &  pop" sole proprietors willing  to sell their stores,  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 regulatory issues.  Specific pawn  store
 acquisition criteria includes  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  payday  advance  stores   include  the  annual  volume   of
 transactions, location  and  condition  of  facilities,  and  a  demographic
 evaluation of  the  surrounding area  to  determine the  potential  for  the
 Company's short-term advance product.

 Pawn Lending Activities

      The  Company's  pawn  stores  advance  money  against  the security  of
 pledged goods.  The pledged  goods are  tangible personal property generally
 consisting of  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.  Therefore, the Company does not investigate  the
 creditworthiness of the borrower, relying  instead on the marketability  and
 sale value of pledged goods as a basis for its credit decision.  Receivables
 from pawn  loans  at  December  31,  2004  and  2003  were  $23,429,000  and
 $20,037,000, respectively.

      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 charge, 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  earlier paid 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 charges 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
 charges 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 of 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, 2004, the
 Company's  average pawn per  pawn  ticket  was  approximately  $62.  Service
 charge revenues for pawns during the  fiscal years ended December 31,  2004,
 2003 and 2002 were  $34,663,000, $28,804,000 and $21,723,000,  respectively,
 and  accounted  for approximately 39%, 40%  and  37%, respectively,  of  the
 Company's total  service  charge  revenues.   For  the  fiscal  years  ended
 December 31, 2004, 2003 and 2002, the Company's annualized yields on average
 pawn balances were 159%, 157% and 143%, respectively.

 Short-term Advance Activities

      The Company's short-term (or payday)  advance stores and selected  pawn
 stores,  make short-term  advances for a  term of thirty  days or  less.  To
 qualify for a  short-term advance, customers  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  their  personal
 checking account for the  amount of the advance,  plus applicable fees.   At
 maturity, the  customer may  either return  to  the store  and pay  off  the
 advance with cash, in which case the  check is returned to the customer,  or
 the store  can  deposit the  customer's  check into  its  checking  account.
 Receivables  from  short-term  advances,  net  of  short-term  advance  loss
 valuation allowances, at  December 31, 2004  and 2003  were $15,465,000  and
 $13,759,000, respectively.  Short-term  advance transactions are subject  to
 federal truth-in-lending  regulations  and  fair  debt  collection  practice
 regulations.  In addition,  state and federal  regulations exist in  certain
 markets, which, among other things, limit  the number of consecutive  short-
 term advances a customer can obtain  or limit the total transactions over  a
 specified time period.

      Fees charged for short-term advances  are generally regulated by  state
 law and range  from 13.9%  to 40% of  the amount  advanced per  transaction.
 Service charge  revenues for  short-term advances  during the  fiscal  years
 ended December 31,  2004, 2003 and  2002 were  $54,123,000, $42,939,000  and
 $36,473,000, respectively, and accounted for approximately 61%, 60% and 63%,
 respectively, of the Company's total service charge revenues.

      The bank returns  a significant number  of customer short-term  advance
 checks deposited by the Company because there are insufficient funds in  the
 customer's account.  However,  the  Company  subsequently collects  a  large
 percentage of  these  bad debts  by  redepositing the  customer's  check  or
 subsequent  cash  repayment  by  the  customer.  The  profitability  of  the
 Company's  short-term  advance   operations  is   dependent  upon   adequate
 collection of these returned items. The short-term loss valuation allowances
 were $552,000 and $497,000 at December 31, 2004 and 2003, respectively.

 Merchandise Sales

      The Company's  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 limited quantities of scrap gold jewelry
 and sells  the gold  at market  commodity  prices. Total  merchandise  sales
 during the  years ended  December  31, 2004,  2003  and 2002  accounted  for
 approximately 48% of the Company's total revenues in each of these  periods.
 For the years ended  December 31, 2004, 2003  and 2002 the Company  realized
 gross profit margins on merchandise sales of 40%, 41% and 42%, respectively.

      The Company acquires merchandise inventory primarily through  forfeited
 pawns and  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 charges.  Management believes that this practice lessens the
 likelihood that  the Company  will incur  significant, unexpected  inventory
 devaluations.

      The Company does not provide financing to purchasers of its merchandise
 nor does it provide  a standard or automatic  warranty on merchandise  sold.
 Nevertheless, the  Company  may,  at its  discretion,  refund  purchases  if
 merchandise is returned because it was damaged or not in good working  order
 when purchased.  The Company permits its customers to purchase inventory  on
 a "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.

 Operations and Locations

       As of December 31, 2004, the Company operated stores in the  following
 markets:

                                       Pawn   Payday Advance   Total
                                      Stores      Stores      Stores
                                      ------------------------------
         United States:
           Texas (1)................    58          46          104
           Maryland.................    21           -           21
           California...............     -          15           15
           Illinois.................     -          10           10
           District of Columbia (1).     2           7            9
           South Carolina (1).......     8           -            8
           Oregon...................     -           6            6
           Washington...............     -           3            3
           Missouri.................     3           -            3
           Oklahoma (1).............     3           -            3
           Virginia.................     2           -            2
         Mexico:
           Tamaulipas...............    28           -           28
           Nuevo Leon...............    27           -           27
           Coahuila.................    22           -           22
           Chihuahua................    21           -           21
           Durango..................     2           -            2
                                      ------------------------------
                               Total   197          87          284
                                      ==============================

           (1) Pawn stores in these markets also offer the payday or
               short-term advance product.

      In  addition,  at  December 31, 2004,  the Company's  50%  owned  joint
 venture, Cash  & Go,  Ltd., operated  a total  of 40  kiosks located  inside
 convenience stores in the state of Texas.

      The Company seeks to establish clusters of several stores in a specific
 geographic area in order to achieve  certain economies of scale relative  to
 supervision, purchasing and marketing.  In  Texas,  such clusters have  been
 established in the Dallas/Fort Worth metropolitan area, the greater  Houston
 metropolitan area, the Rio Grande Valley area, the Corpus Christi area,  the
 El Paso area, the  central Texas area (Austin,  San Antonio and  surrounding
 cities) and the west Texas area.  Store clusters have also been  established
 in the  St. Louis,  Missouri  area, the  Oklahoma  City, Oklahoma  area,  in
 Washington,  D.C.  and  its  surrounding  Maryland  suburbs,  in  Baltimore,
 Maryland, in northern California,  in the Chicago,  Illinois area, in  South
 Carolina, in the Pacific Northwest, and in northern Mexico.

      Financial information about geographic areas is provided in Note 13  of
 the Notes to the Consolidated Financial Statements.

 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  a distinctive awning  and a layout  similar to  a
 contemporary convenience store or video rental store.  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
 recall rapidly 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 bargain  prices
 through the  use  of  seasonal promotions,  special  discounts  for  regular
 customers, prominent display of impulse purchase  items such as jewelry  and
 tools, tent sales 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.
 Each supervisor reports to one of three regional vice-presidents.

      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.

 Payday Advance Operations

      The Company's payday advance locations are  typically part of a  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 a lighted sign, and distinctive, conservative window  signage.
 The  interiors  typically  feature  an ample lobby,  separated from employee
 work areas  by floor-to-ceiling 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 payday advance stores allow
 a store manager or clerk to recall rapidly customer check cashing histories,
 short-term advance  histories, and  other vital  information.   The  Company
 attempts to attract  customers primarily  through television  advertisements
 and yellow page advertisements.

      Each check cashing/short-term loan 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.  Each
 supervisor reports to one of two regional vice-presidents.

      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.

 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  and
 check  cashing/short-term advance operators.  There are three publicly  held
 pawnshop operators  and  five  publicly  held payday  advance/check  cashing
 operators, all of  which have more  locations than the  Company.  There  are
 several privately held operators of payday advance stores, some of which are
 significantly larger than the  Company. In addition,  both the pawnshop  and
 payday advance 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 short-term  advances, customer  service, and  management of  store
 employees.  In addition, the  Company competes with financial  institutions,
 such as 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  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.

 Governmental Regulation

 General

      The Company is subject to extensive regulation in most jurisdictions in
 which it  operates,  including  jurisdictions that  regulate  pawn  lending,
 short-term advances and check  cashing.  The  Company's pawnshop and  short-
 term advance operations in the United States are subject to, and must comply
 with, extensive regulation, supervision and licensing from various  federal,
 state and  local  statutes,  ordinances,  and  regulations.  These  statutes
 prescribe, among  other things,  the  general terms  of  the loans  and  the
 service charges and/or interest rates that may be charged.  These regulatory
 agencies have broad discretionary authority.  The Company is also subject to
 federal and  state regulation  relating to  the reporting  and recording  of
 certain currency transactions.  The Company's pawnshop operations in  Mexico
 are also  subject  to, and  must  comply  with, general  business,  tax  and
 consumer protection  regulations  from  various  federal,  state  and  local
 governmental agencies in Mexico.  There can be no assurance that  additional
 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 which  could inhibit the ability of the  Company
 to offer  pawn loans  and short-term  advances, significantly  decrease  the
 service charges 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 prospects.

 State and Local Regulations

      The Company operates  in seven states  that have  licensing and/or  fee
 regulations on pawns, including  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 which 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 also  operates in states  that have  licensing, and/or  fee
 regulations  on check cashing and payday or  short-term advances,  including
 California, Washington,  Oklahoma,  South  Carolina,  Oregon,  Illinois  and
 Washington, D.C. The Company is licensed in each  of the  states  in which a
 license  is currently required for  it to operate  as a check  casher and/or
 short-term  advance provider.  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.

      In Texas,  which does  not have  favorable short-term  lending  service
 charge rates, the Company has entered into an agreement with County Bank  of
 Rehoboth Beach, Delaware,  a federally insured  State of Delaware  chartered
 financial institution, to act as a  loan servicer within the State of  Texas
 for County Bank.  The Company is licensed as a regulated servicing agent  by
 the State of Texas.  As compensation for the Company acting as County Bank's
 loan servicer,  the Company is entitled to purchase  a participation in  the
 loans made by County  Bank.  The Company's  ability to continue to  maintain
 its current relationship with County Bank and to continue to service  County
 Bank loans within the state of Texas is subject to County Bank's ability  to
 continue to export its loan product to the state of Texas.  There can be  no
 assurance that  County Bank  will be  able to  continue to  export its  loan
 product to the state of Texas, and the bank's failure to do so could have  a
 materially  adverse  impact  on  the  Company's  operations  and   financial
 condition.

 Federal Regulations

      There is currently no direct federal regulation of the pawn and  payday
 advance  industry.  The  federal  government  does,  however,  regulate  the
 ability of national and state chartered  banks to participate in the  payday
 advance industry.  The  U.S.  Office of  Comptroller  of  the  Currency  has
 significantly restricted  the  ability  of  nationally  chartered  banks  to
 establish  or  maintain  relationships  with  loan  servicers  in  order  to
 make  out-of-state  payday  advance  loans.  The  Company does not currently
 maintain nor intend in the future to establish loan-servicing  relationships
 with nationally  chartered  banks.  In 2003,  the  Federal Deposit Insurance
 Corporation ("FDIC"), which regulates the  ability of state chartered  banks
 to enter into relationships with out of state payday loan servicers,  issued
 guidelines under which such arrangements are  permitted.  Texas is the  only
 state in which the Company functions as loan servicer through a relationship
 with a state chartered bank, County  Bank of Rehoboth Beach, Delaware,  that
 is subject to the FDIC guidelines for payday lending.

      On March 2, 2005, the FDIC issued revised payday lending guidelines for
 FDIC-supervised banks, such as County Bank.  The revised guidelines  include
 a requirement that  such banks develop  procedures to ensure  that a  payday
 loan is not provided to any customer with payday loans outstanding from  any
 bank for more than three months in the previous twelve months.  It currently
 remains to be  determined what  procedures may  be proposed  by the  lending
 banks  or  accepted  by  the FDIC  in order  to meet  these guidelines.  The
 Company and  County Bank  are  currently in  the  process of  reviewing  the
 revised guidelines and expect to implement any necessary changes in  lending
 procedures  to  comply  with  them.  The  Company's payday advance  revenues
 from Texas locations  totaled $30,554,000 in  Fiscal  2004  and  represented
 approximately 17%  of the  Company's total  revenues for  2004.  The Company
 expects that implementation of the revised guidelines could have a  negative
 effect on  some  portion  of  its  payday  lending  revenues  in  its  Texas
 locations, which are the Company's only locations which currently use a bank
 relationship subject to  the FDIC's payday  lending  guidelines.  Until  the
 Company and County Bank complete their review of the revised guidelines  and
 the FDIC approves the revised procedures expected to be developed by  County
 Bank and/or other banks providing payday loans, the exact timing and  amount
 of the financial impact of the revised guidelines cannot be estimated.

      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 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, 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  United States  Department of  Treasury is  expected to  issue
 regulations specifying the  appropriate features and  elements of the  anti-
 money laundering compliance  programs for the  pawnbrokering and  short-term
 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.

      With respect  to  firearms sales,  the  Company must  comply  with  the
 regulations promulgated by the Department of the Treasury-Bureau of Alcohol,
 Tobacco  and  Firearms,  which  requires  firearms  dealers  to  maintain  a
 permanent written record  of all firearms  that it receives  or sells.   The
 Company does not currently take firearms as pawn collateral nor does it sell
 firearms to the public.

 Proposed Regulations

      Governmental action  to  prohibit  or  restrict  payday  or  short-term
 advances 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 that type of  short-
 term advance, 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 short-term  advance activities as abusive  toward
 consumers.  During the  last few years, legislation  has been introduced  in
 the United States Congress and in certain state legislatures, and regulatory
 authorities have proposed or publicly addressed the possibility of proposing
 regulations, that would prohibit or restrict short-term advances.

      Legislation and  regulatory  action at  the  state level  that  affects
 consumer lending has recently  become effective in a  few states and may  be
 passed in other states.  The Company intends to continue, with others in the
 short-term advance industry, to oppose legislative or regulatory action that
 would prohibit or restrict  consumer access to  the payday advance  product.
 If legislative  or regulatory  action with  that effect  were taken  on  the
 federal level  or in  states such  as  Texas, in  which  the Company  has  a
 significant number of  stores, that action  could have  a material,  adverse
 effect on  the Company's  payday  advance-related activities  and  revenues.
 There  can  be  no  assurance  that  additional  local,  state,  or  federal
 legislation 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.

 Employees

      The Company had  approximately 1,822 employees  as  of  March 10, 2005,
 including approximately 103  persons employed  in executive,  administrative
 and accounting functions.  In addition, Cash & Go, Ltd. had approximately 92
 employees as of March 10, 2005.  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 and Exchange Act  of 1934, as amended,  as
 soon as reasonably practicable after they are electronically filed with  the
 SEC.

 Insurance

      The Company  maintains  fire,  casualty,  theft  and  public  liability
 insurance for each of its pawn  stores and check cashing/short-term  advance
 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, 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 2.  Properties
 -------------------

      The Company owns the  real estate and buildings  for three of its  pawn
 stores and leases  290 pawn and  check cashing/short-term advance  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 2005  and  2016.  All  current store  leases provide  for  specified
 periodic rental  payments  ranging from  approximately  $600 to  $9,600  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 and  payday advance 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  and payday advance  locations are  suitable for  such
 purpose.  The Company considers its equipment, furniture and fixtures to  be
 in good condition.

      The Company  currently  leases  approximately  18,000  square  feet  in
 Arlington, Texas for its executive offices.  The lease, which expires  April
 30, 2010, currently  provides for monthly  rental payments of  approximately
 $24,000.  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  2005 and  2009.
 All current Cash and Go, Ltd.  leases provide for specified periodic  rental
 payments ranging from approximately $1,100 to $1,700 per month.


 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 2004.

<PAGE>

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

      The Company's  Common Stock  is quoted  on the  Nasdaq National  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, which have been adjusted for the Company's stock
 split on April 6, 2004.

                                First   Second    Third   Fourth
                               Quarter  Quarter  Quarter  Quarter
                               -------  -------  -------  -------
       2004
         High ...............  $24.30   $24.73   $21.42   $27.35
         Low ................   16.93    19.60    16.85    20.34

       2003
         High ...............  $ 7.15   $10.09   $15.99   $18.03
         Low ................    5.71     6.63     9.40    13.36

      On March 10,  2005, the  closing sales price  for the  Common Stock  as
 reported by the Nasdaq National Market was  $21.20 per share.  On March  10,
 2005, there  were approximately  58 stockholders  of  record of  the  Common
 Stock.

      No cash dividends have  been paid by the  Company on its Common  Stock.
 The dividend and  earning 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.

      During the period from  October 1, 2004 through December 31, 2004,  the
 Company issued 486,000 shares  of common stock relating  to the exercise  of
 outstanding stock options and  warrants for an  aggregate exercise price  of
 $7,395,000,  including  income  tax  benefit.  While  the  issuance  of  the
 derivative securities to  officers and  employees was  exempt under  Section
 4(2) of the Act, the resale was registered under the Act.

 Issuer Purchases of Equity Securities

      In July  2004, the  Company's Board  of  Directors authorized  a  stock
 repurchase program to permit future repurchases of up to 1,600,000 shares of
 the Company's outstanding common  stock.  The  following table provides  the
 information with respect to purchases made  by the Company of shares of  its
 common stock during each month of 2004 that the program was in effect.

                                                   Total          Maximum
                                                 Number of        Number
                           Total     Average  Shares Purchased   Of Shares
                           Number     Price       as Part       that May Yet
                         Of Shares    Paid      of Publicly     Be Purchased
                         Purchased  Per Share  Announced Plan  Under the Plan
                         ---------  ---------  --------------  --------------
   July 1 through
     July 31, 2004        270,983    $20.02       270,983        1,329,017
   August 1 through
     August 31, 2004      337,032     19.02       337,032          991,985
   September 1 through
     September 30, 2004    14,700     19.06        14,700          977,285
   October 1 through
     December 31, 2004          -         -             -          977,285
                          -------                 -------
   Total                  622,715    $19.46       622,715
                          =======                 =======


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

<TABLE>
      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.

                                                  Year Ended December 31,
                                   ----------------------------------------------------
                                     2004       2003       2002       2001       2000
                                   --------   --------   --------   --------   --------
                     (in thousands, except per share amounts and certain operating data)
 <S>                              <C>        <C>        <C>        <C>        <C>
 Income Statement Data:
  Revenues:
    Merchandise sales             $  86,745  $  69,808  $  56,916  $  53,893  $  53,177
    Pawn service charges             34,663     28,804     21,723     19,714     20,585
    Short-term advance
      service charges                54,123     42,939     36,473     33,314     26,012
    Check cashing fees                3,030      2,749      2,659      2,264      2,216
    Other                             1,252      1,168      1,022      1,242      1,737
                                   --------   --------   --------   --------   --------
                                    179,813    145,468    118,793    110,427    103,727
                                   --------   --------   --------   --------   --------
  Cost of Revenues:
    Cost of goods sold               52,056     41,110     32,890     34,619     34,366
    Short-term advance
      loss provision                 11,559      9,879      8,669      8,684      6,346
    Check cashing returned
      items expense                     252        233        258        195        153
                                   --------   --------   --------   --------   --------
                                     63,867     51,222     41,817     43,498     40,865
                                   --------   --------   --------   --------   --------
  Gross Profit                      115,946     94,246     76,976     66,929     62,862
                                   --------   --------   --------   --------   --------
  Expenses:
    Store operating expenses         61,063     51,814     45,163     39,782     38,337
    Interest expense                     73        472        939      2,307      3,749
    Interest income                     (67)      (595)      (645)      (912)      (890)
    Depreciation                      4,173      3,019      2,548      2,283      2,612
    Amortization                          -          -          -      1,530      1,694
    Administrative expenses          17,837     14,807     11,580      9,420      8,217
                                   --------   --------   --------   --------   --------
                                     83,079     69,517     59,585     54,410     53,719
                                   --------   --------   --------   --------   --------
  Income before income taxes         32,867     24,729     17,391     12,519      9,143
  Provision for income taxes         12,161      9,397      6,451      4,507      3,476
                                   --------   --------   --------   --------   --------
  Income from continuing operations  20,706     15,332     10,940      8,012      5,667
                                   --------   --------   --------   --------   --------
  Discontinued operations
    Income (loss) from discontinued
      operations, net of taxes            -          -          -         33       (765)
    Loss on sale of subsidiary,
      net of tax                          -          -          -       (175)         -
                                   --------   --------   --------   --------   --------
  Income (loss) from discontinued
    operations                            -          -          -       (142)      (765)
                                   --------   --------   --------   --------   --------
  Cumulative effect of change
    in accounting principle,
    net of taxes                          -       (357)         -          -     (2,287)
                                   --------   --------   --------   --------   --------
  Net income                      $  20,706  $  14,975  $  10,940  $   7,870  $   2,615
                                   ========   ========   ========   ========   ========
 Net income per share:
  Basic:
    Income from continuing
      operations                  $    1.31  $    1.09  $    0.83  $    0.61  $    0.42
    Income (loss) from
      discontinued operations             -          -          -      (0.01)     (0.05)
    Cumulative effect of change
      in accounting principle             -      (0.02)         -          -      (0.17)
                                   --------   --------   --------   --------   --------
    Net income                    $    1.31  $    1.07  $    0.83  $    0.60  $    0.20
                                   ========   ========   ========   ========   ========
  Diluted:
    Income from continuing
      operations                  $    1.22  $    0.97  $    0.76  $    0.58  $    0.42
    Income (loss) from
      discontinued operations             -          -          -      (0.01)     (0.05)
    Cumulative effect of change
      in accounting principle             -      (0.02)         -          -      (0.17)
                                   --------   --------   --------   --------   --------
    Net income                    $    1.22  $    0.95  $    0.76  $    0.57  $    0.20
                                   ========   ========   ========   ========   ========
 Unaudited pro forma amounts
   assuming retroactive
   application of change in
   accounting principle:
    Revenues from continuing
      operations                 $  179,813  $ 152,162  $ 125,886  $ 117,260  $ 107,239
    Income from continuing
      operations                     20,706     15,362     10,790      7,951      5,564
    Basic earnings per share
      from continuing operations       1.31       1.09       0.83       0.61       0.42
    Diluted earnings per share
      from continuing operations       1.22       0.97       0.76       0.58       0.42

 Operating Data:
  Company operated stores:
  Locations in operation:
    Beginning of the year               235        190        158        148        147
    Acquisitions                          -          -          -          7          2
    Opened                               52         47         38         11          2
    Consolidated/closed                  (3)        (2)        (6)        (8)        (3)
                                   --------   --------   --------   --------   --------
    End of the year                     284        235        190        158        148
                                   ========   ========   ========   ========   ========
  End of year location counts:
    Pawn-only stores                    127         89         57         35         36
    Pawn stores offering payday
      advances                           70         71         74         77         80
    Payday advance stores                87         75         59         46         32
                                   --------   --------   --------   --------   --------
    End of the year                     284        235        190        158        148
                                   ========   ========   ========   ========   ========

  Pawn receivables                $  23,429  $  20,037  $  16,624  $  13,849  $  14,142
  Average pawn receivables
    balance per pawn store        $     119  $     125  $     127  $     124  $     122
  Average inventory per
    pawn store                    $      90  $      97  $     104  $     113  $     148
  Annualized inventory turnover         3.1x       2.8x       2.7x       2.3x       1.8x
  Gross profit percentage on
    merchandise sales                  40.0%      41.1%      42.2%      35.8%      35.4%
  Short-term advance receivables
    in pawn stores                $   2,974  $   3,414  $   3,550  $   4,200  $   3,911
  Average short-term advance
    receivables in pawn stores
    offering short-term advances         43         47         51         57         51
  Short-term advance receivables
    in payday advance stores
    (excluding Cash & Go, Ltd.)   $  10,967  $   8,609  $   7,140  $   5,507  $   3,990
  Average short-term advance
    receivables in payday
    advance stores (excluding
    Cash & Go, Ltd.)                    126        115        121        120        125
 Cash & Go, Ltd. joint venture
 kiosks:
   End of year location counts           40         40         59         59         32
   Short-term advance receivables $   1,524  $   1,736  $   1,790  $   1,885  $   1,364
   Average receivables balance
     per location                 $      38  $      43  $      30  $      32  $      43                       -

 Balance Sheet Data:
   Working capital                $  79,985  $  60,840  $  47,187  $   8,540  $  41,835
   Total assets                     160,939    140,064    130,999    122,806    119,118
   Long-term liabilities              7,351     11,955     33,525      5,277     44,833
   Total liabilities                 16,893     22,841     44,479     48,703     53,464
   Stockholders' equity             144,046    117,223     86,520     74,103     65,654

</TABLE>
<PAGE>


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

 Special Note Regarding Forward-Looking Statements

      Some of the statements in this Management's  Discussion and Analysis of
 Financial Condition and Results of Operations, and elsewhere in this  Annual
 Report on  Form 10-K,  are "forward-looking  statements,"  as that  term  is
 defined in  the Private  Securities Litigation  Reform  Act of  1995.  These
 forward-looking  statements  include  statements  regarding  our   business,
 financial condition,  results  of  operations, cash  flows,  strategies  and
 prospects. Forward-looking statements  can 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. Many factors  could cause our actual  activities
 or results to differ materially from the activities and results  anticipated
 in forward-looking statements. These  factors include those described  under
 the caption "Forward-Looking  Information" in Part  I of  this document  and
 under the  caption "Quantitative  and Qualitative  Disclosures about  Market
 Risk" in  Item 7a  of this  document.  The Company  does not  undertake  any
 obligation or duty  to update forward-looking  statements to reflect  either
 the occurrence or non-occurrence of any  of the risk factors, or to  reflect
 any other future event or circumstance.

 General

      The Company's pawn  store revenues are  derived primarily from  service
 charges on pawns, service  charges from short-term  advances, also known  as
 payday loans,  and the  sale of  unredeemed goods,  or "merchandise  sales."
 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  earlier paid  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.  The statutory service charges 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
 charges 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 of 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%.  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 check cashing and short-term advance revenues are derived
 primarily from check  cashing fees, fees  on short-term  advances, and  fees
 from the sale of money orders and wire transfers.  Short-term advances carry
 a 13.9%  to 40%  service charge,  which  varies by  state  and life  of  the
 advance.   The  Company  recognizes  service  charge  income  on  short-term
 advances on a constant-yield  basis over the life  of the advance, which  is
 generally  30 days or less.  The  net  defaults on  short-term advances  and
 changes in  the short-term  advance valuation  reserve  are charged  to  the
 short-term advance loss provision.

                                                   Year Ended December 31,
                                                -----------------------------
                                                  2004       2003       2002
                                                -------    -------    -------
   Total receivable balances at end
   of period, in thousands:
     Pawn receivables                          $ 23,429   $ 20,037   $ 16,624
     Short-term advance receivables              15,465     13,759     10,690

   Annualized yield:
     Pawn receivables                               159%       157%       143%
     Short-term advance receivables,
       net of loss provision                        291%       291%       273%

   Net loss provision on short-term
     advance receivables as a percentage
     of service charges                              21%        23%        24%
   Number of locations at end of period:
     Pawn-only stores                               127         89         57
     Pawn stores also offering short-term
       advances                                      70         71         74
     Payday advance stores                           87         75         59
     Cash & Go, Ltd. joint venture kiosks            40         40         59

   Average receivable balances per location
     at end of period, in thousands:
     Pawn receivables in pawn stores           $    119   $    125   $    127
     Short-term advances in pawn stores              43         47         51
     Short-term advances in check
       cashing/short-term advance stores            126        115        121
     Short-term advances in Cash & Go, Ltd.
       joint venture kiosks                          38         43         30

   Average outstanding receivable transaction:
     Pawn receivables                          $     62   $     61   $     65
     Short-term advance receivables                 391        381        374

      The annualized  yield on  pawn receivables  is calculated  by  dividing
 total pawn service charges  by the average pawn  receivable balance for  the
 year.  The annualized yield, net of loss provision, for short-term  advances
 is calculated by dividing total short-term  advance service charges, net  of
 the short-term advance  loss provision,  by the  average short-term  advance
 receivable balance for the year.

      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  periods reported,  the
 Company has not had store expansions  that involved a significant change  in
 the size of retail showrooms, and accordingly, no expanded stores have  been
 excluded  from  the  same-store  calculations.  Sales  of  scrap jewelry are
 included in same-store revenue calculations.  Revenues from the Cash  &  Go,
 Ltd. kiosks are  not included  in same-store calculations  for  2004 as  the
 revenues from the kiosks were not included  in the consolidated revenues for
 Fiscal 2003.

      Although the  Company has  had significant  increases in  revenues  due
 primarily to new store openings, the Company has also incurred increases  in
 operating expenses attributable to the  additional stores,  and increases in
 administrative  expenses  attributable to building  a  management  team  and
 the  support personnel required  by the  Company's  growth.  Store operating
 expenses consist  of all  items directly  related to  the operation  of  the
 Company's stores,  including  salaries  and  related  payroll  costs,  rent,
 utilities, equipment  depreciation, advertising,  property taxes,  licenses,
 supplies and security.  Administrative expenses consist of items relating to
 the operation of the corporate office,  including the salaries of  corporate
 officers,  area   supervisors   and   other   management,   accounting   and
 administrative costs, liability  and casualty insurance,  outside legal  and
 accounting fees and stockholder-related expenses.

                                                   Year Ended December 31,
                                                -----------------------------
                                                  2004       2003       2002
                                                -------    -------    -------
 Income statement items as a percent
 of total revenues:
   Revenues:
     Merchandise sales                             48.2%      48.0%      47.9%
     Pawn service charges                          19.3       19.8       18.3
     Short-term advance service charges            30.1       29.5       30.7
     Check cashing fees                             1.7        1.9        2.1
     Other                                          0.7        0.8        1.0

   Cost of Revenues:
     Cost of goods sold                            29.0%      28.3%      27.7%
     Short-term advance loss provision              6.4        6.8        7.3
     Check cashing returned items expense           0.1        0.2        0.2

   Expenses:
     Store operating expenses                      34.0%      35.6%      38.0%
     Administrative expenses                        9.9       10.2        9.7
     Depreciation                                   2.3        2.1        2.1
     Interest expense                                 -        0.3        0.8
     Interest income                                  -       (0.4)      (0.6)

   Gross profit as a percent
     of merchandise sales                          40.0%      41.1%      42.2%
   Short-term advance loss provision
     as a percentage of short-term advance
     service charges                               21.4%      23.0%      23.8%


 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.  All significant  intercompany accounts and transactions  have
 been eliminated.  In addition, effective December 31, 2003, the accompanying
 consolidated financial statements also  include the accounts  of Cash &  Go,
 Ltd., a  Texas limited  partnership, which  owns financial  services  kiosks
 inside convenience stores.  The Company has a 50% ownership interest in  the
 partnership, which it has historically accounted for by the equity method of
 accounting  as neither partner has control. Through  December 31, 2003,  the
 Company recorded its 50%  share of the partnership's  earnings or losses  in
 its consolidated financial statements. Effective December 31, 2003, when the
 Company adopted FASB  Interpretation No. 46(R)  -  Consolidation of Variable
 Interest Entities, the Company included the balance sheet accounts of Cash &
 Go, Ltd., in its consolidated financial  statements. The Company recorded  a
 non-recurring change  in  accounting principle  charge  of $357,000  net  of
 income tax  benefit on  December 31,  2003, in  order to  reflect the  other
 partner's share of accumulated losses in the partnership.  The  consolidated
 operating results for the  fiscal periods beginning on  or after January  1,
 2004 include the operating results of Cash & Go, Ltd.

      Receivables and income recognition  -  Receivables on the balance sheet
 consist of pawn and short-term  advances.  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.  If the pawn is not  repaid, the principal amount pawned becomes
 the carrying value of  the forfeited collateral  (inventory), which is  held
 for  sale.  Short-term  advances are  made  for  thirty  days  or less.  The
 Company recognizes the service  charges associated with short-term  advances
 on a constant-yield basis over the term of the short-term advance.

      Short-term advance loss provision - An allowance is provided for losses
 on active  short-term advances  and service  charges receivable  based  upon
 expected default rates,  net of  estimated future  recoveries of  previously
 defaulted short-term advances and service  charges receivable.  The  Company
 considers short-term advances to be in default if they are not repaid on the
 due date, and writes off the principal amount and service charges receivable
 as of  the  default date,  leaving  only  active advances  in  the  reported
 balance.  Net defaults and changes  in the short-term advance allowance  are
 charged to the short-term advance loss provision.

      Inventories - 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.  The cost of  inventories is determined  on the  specific
 identification  method.  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 inventory and determined
 that a valuation allowance is not necessary.

      Long-lived assets  -  Long-lived  assets  (i.e.,  property,  plant  and
 equipment, and  intangible  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 assets have been impaired at
 December 31, 2004.

      Goodwill  -  Acquisitions have  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 dates of acquisition.  The excess purchase price over the fair
 market value of the net tangible assets acquired and identifiable intangible
 assets  has  been  recorded  as  goodwill.   Goodwill,  net  of  accumulated
 amortization was  $53,237,000  as  of  December 31, 2004  and  2003.  Excess
 purchase price over  net assets acquired  was amortized  on a  straight-line
 basis over an  estimated useful  life of  forty years  through December  31,
 2001. The  Company  adopted  Statement  of  Financial  Accounting  Standards
 ("SFAS") No. 142, Goodwill and Other Intangible Assets, effective January 1,
 2002.   Under SFAS  No. 142,  goodwill is  not amortized,  but  reviewed for
 impairment annually, or more  frequently if certain  indicators  arise.  The
 Company completed the transitional fair value impairment test and determined
 that no impairment  of recorded goodwill  existed  at  January 1, 2002.  The
 Company has also determined that no impairment existed at December 31, 2002,
 2003 and 2004. Subsequent  impairment losses, if any,  will be reflected  in
 operating income or  loss in the  consolidated statement of  income for  the
 period in which such loss is realized.

 Results of Operations

 Twelve  Months  Ended  December 31, 2004  Compared to  Twelve  Months  Ended
 December 31, 2003

      Total revenues increased 24% to $179,813,000 for the fiscal year  ended
 December 31, 2004 ("Fiscal 2004") as compared to $145,468,000 for the fiscal
 year ended December 31, 2003 ("Fiscal  2003").  The change was comprised  of
 an increase in  revenues of  $15,934,000 generated by  the 99  new pawn  and
 payday advance stores that were opened during Fiscal 2003 and Fiscal 2004, a
 same-store increase  totaling $14,056,000  at the  185 stores  that were  in
 operation during  all  of  Fiscal  2003 and  Fiscal  2004,  an  increase  of
 $5,679,000 related to the  consolidation of the 40  Cash & Go, Ltd.  kiosks,
 net  of  a  decrease  in  revenues  of  $1,324,000  from  stores  closed  or
 consolidated  during  Fiscal  2003  and  Fiscal  2004.  Same-store  revenues
 increased  10% due  to the maturation of 38 stores opened in Fiscal 2002 and
 a  net  overall  increase  in revenues in  the Company's mature  stores.  Of
 the  $34,345,000 increase  in  total  revenues,  49%,  or  $16,937,000,  was
 attributable  to  increased  merchandise  sales,  17%,  or  $5,859,000   was
 attributable to an increase in pawn service charges, 33%, or $11,184,000 was
 attributable to an increase in short-term advance service charges, and 1% or
 $365,000 was  attributable to  other income,  comprised primarily  of  check
 cashing fees. A significant component of  the increase in merchandise  sales
 was non-retail, bulk  sales of  scrap jewelry  merchandise, which  increased
 from $9,941,000  in  Fiscal  2003  to  $16,664,000  in  Fiscal  2004.  As  a
 percentage of total  revenues, merchandise sales  remained unchanged at  48%
 during Fiscal 2004 and Fiscal 2003, pawn service charges decreased from  20%
 to 19%, short-term advance service fees increased from 29% to 30%, and check
 cashing fees and  other income as  a percentage of  total revenues  remained
 unchanged at 3% during Fiscal 2003 and Fiscal 2004.

      The pawn receivables balance increased 17% from $20,037,000 at December
 31, 2003 to $23,429,000 at December  31, 2004.  Of the $3,392,000  increase,
 an increase of $2,082,000 was attributable to the growth in same-store  pawn
 receivable balances at the stores which were in operation as of December 31,
 2004 and 2003, and an increase of $1,310,000 was attributable to the 40  new
 pawn stores opened  since December  31, 2003.   The  net short-term  advance
 receivables balance increased 12% from $13,759,000  at December 31, 2003  to
 $15,465,000 at December 31, 2004.  Of the $1,706,000 increase, a  same-store
 increase of $1,146,000 was attributable to the growth in short-term  advance
 receivable balances at the stores that were in operation as of December  31,
 2004 and 2003 and  an increase of  $560,000 was attributable  to the 12  new
 payday advance stores  opened since December  31, 2003.  The Company's  loss
 provision reserve on short-term advance receivables increased from  $497,000
 at December 31, 2003 to $552,000 at December 31, 2004.

      Gross profit margins on total merchandise sales were 40% during  Fiscal
 2004 compared to 41%  during Fiscal  2003.  This decrease was primarily  the
 result of the increased mix of non-retail bulk sales of scrap jewelry, which
 is typically sold at lower profit margins. Retail merchandise margins, which
 exclude bulk  scrap jewelry  sales, decreased  from 45%  during Fiscal  2003
 compared to 44% during Fiscal 2004. The Company's loss provision relating to
 short-term advances increased from $9,879,000 in Fiscal 2003 to  $11,559,000
 in  Fiscal  2004.  As  a percentage  of  short-term advance  service  charge
 revenues, the loss provision  decreased from 23% during  Fiscal 2003 to  21%
 during Fiscal 2004.  This decrease was  due in part to the consolidation  of
 the Cash & Go, Ltd. joint  venture, which is a  more mature group of  stores
 with a lower than average loss provision expense.

      Operating expenses increased  18%  to  $61,063,000 during  Fiscal  2004
 compared to $51,814,000  during Fiscal 2003,  primarily as a  result of  the
 consolidation of Cash & Go, Ltd.'s operating results and the net addition of
 49 pawn and payday advance stores in Fiscal 2004, which is a 21% increase in
 store count.  Administrative  expenses  increased 20% to $17,837,000  during
 Fiscal 2004 compared to $14,807,000 during Fiscal 2003 primarily as a result
 of the consolidation of  Cash & Go, Ltd.'s  operating results and  increased
 costs related to additional  administrative personnel, accounting and  legal
 fees, and other expenses necessary to support the Company's growth  strategy
 and increase  in store  counts. Interest  expense  decreased to  $73,000  in
 Fiscal 2004 compared  to interest expense  of $472,000 in  Fiscal 2003 as  a
 result of  lower  average  outstanding debt  balances  during  Fiscal  2004.
 Interest income decreased from $595,000 in Fiscal 2003 to $67,000 in  Fiscal
 2004, due primarily to  the elimination of  interest income associated  with
 the consolidation of Cash & Go, Ltd.

      For Fiscal 2004 and  2003, the Company's  effective federal income  tax
 rates of 37% and 38%, respectively, differed from the statutory tax rate  of
 approximately 34% primarily as a result of state and foreign income taxes.

 Twelve  Months  Ended  December 31, 2003  Compared to  Twelve  Months  Ended
 December 31, 2002

      Total revenues increased 22% to $145,468,000 for the fiscal year  ended
 December 31, 2003 ("Fiscal 2003") as compared to $118,793,000 for the fiscal
 year ended December 31, 2002 ("Fiscal  2002").  The change was comprised  of
 an increase in  revenues of  $15,193,000 generated by  the 85  new pawn  and
 check cashing/short-term advance stores that were opened during Fiscal  2002
 and Fiscal  2003, a  same-store increase  totaling  $13,121,000 at  the  150
 stores  that  were in operation during  all of Fiscal 2002 and Fiscal  2003,
 net of a  decrease  in  revenues of  $1,639,000  from  the 8  stores  closed
 or  consolidated during  Fiscal  2002  and  Fiscal 2003.  Of the $26,675,000
 increase in  total  revenues,  48%,  or  $12,892,000,  was  attributable  to
 increased merchandise  sales,  27%, or  $7,081,000  was attributable  to  an
 increase in pawn service charges, 24%, or $6,466,000 was attributable to  an
 increase in short-term advance service charges, and less than 1% or $236,000
 was attributable to other income, comprised primarily of check cashing fees.
 A significant component of the increase in merchandise sales was  non-retail
 bulk sales of scrap jewelry merchandise, which increased from $3,287,000  in
 Fiscal 2002  to $9,941,000  in the  Fiscal 2003.  As a  percentage of  total
 revenues, merchandise sales remained unchanged at 48% during Fiscal 2002 and
 Fiscal 2003,  pawn service  charges increased  from 18%  to 20%,  short-term
 advance service fees decreased from 31% to 29% during Fiscal 2002 and Fiscal
 2003, and  check cashing  fees and  other income  as a  percentage of  total
 revenues remained unchanged at 3% during Fiscal 2002 and Fiscal 2003.

      The pawn receivables balance increased 21% from $16,624,000 at December
 31, 2002 to $20,037,000 at December  31, 2003.  Of the $3,413,000  increase,
 an increase of $2,579,000 was attributable to the growth in same-store  pawn
 receivable balances at the stores which were in operation as of December 31,
 2003 and 2002, and an  increase of $834,000 was  attributable to the 31  new
 pawn stores  opened since  December 31,  2002.  The net  short-term  advance
 receivables balance increased 29% from $10,690,000  at December 31, 2002  to
 $13,759,000 at December 31, 2003.  Of the $3,069,000 increase, a  same-store
 increase of $700,000 was  attributable to the  growth in short-term  advance
 receivable balances at the stores which were in operation as of December 31,
 2003 and 2002, an increase of $633,000 was attributable to the 16 new payday
 advance stores opened since December 31, 2002 and an increase of  $1,736,000
 was attributable to the consolidation of the 40 Cash & Go, Ltd. kiosks.  The
 Company's loss provision reserve on short-term advance receivables increased
 from $422,000 at December 31, 2002 to $497,000 at December 31, 2003.

      Gross profit margins on total merchandise sales were 41% during  Fiscal
 2003 compared to 42%  during Fiscal 2002.  This  decrease was primarily  the
 result of the increased mix of non-retail bulk sales of scrap jewelry, which
 is typically sold at lower profit margins. Retail merchandise margins, which
 exclude bulk scrap jewelry sales, were 45% during Fiscal 2003 as compared to
 44% in  Fiscal 2002.  The Company's  loss provision  relating to  short-term
 advances increased from $8,669,000  in Fiscal 2002  to $9,879,000 in  Fiscal
 2003.  As a  percentage of short-term advance  service charge revenues,  the
 loss provision  decreased from  24% during  Fiscal 2002  to 23%  during  the
 Fiscal 2003.  Management considers this  increase to be within the  expected
 range of variability.

      Operating expenses increased  15%  to  $51,814,000 during  Fiscal  2003
 compared to $45,163,000 during Fiscal 2002, primarily as a result of the net
 addition  of 45 pawn  and  payday advance stores in Fiscal 2003,  which is a
 24% increase in  store  count.  Administrative  expenses  increased  28%  to
 $14,807,000  during  Fiscal  2003  compared  to  $11,580,000  during  Fiscal
 2002  primarily  as  a  result  of  increased costs  related  to  additional
 administrative personnel,  accounting and  legal  fees, and  other  expenses
 necessary to support  the Company's growth  strategy and  increase in  store
 counts. Interest expense decreased  to $472,000 in  Fiscal 2003 compared  to
 interest expense of  $939,000 in Fiscal  2002 as a  result of lower  average
 outstanding debt balances during Fiscal 2003. Interest income decreased from
 $645,000 in Fiscal 2002 to $595,000 in Fiscal 2003, due primarily to a lower
 average note receivable balance from Cash & Go, Ltd.

      For Fiscal 2003 and  2002, the Company's  effective federal income  tax
 rates of 38% and 37%, respectively, differed from the statutory tax rate  of
 approximately 34% primarily as a result of state and foreign income taxes.

 Liquidity and Capital Resources

      The Company's  operations  and growth  have  been financed  with  funds
 generated from operations and bank borrowings.

      The Company maintains a  long-term line of  credit with two  commercial
 lenders (the "Credit Facility"). The Credit Facility provides a  $25,000,000
 long-term line of credit that matures  on April 15, 2006 and bears  interest
 at the prevailing LIBOR rate (which  was approximately 2.4% at December  31,
 2004) 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, 2004, no amounts were outstanding under  the
 Credit Facility and  the Company had  $25,000,000 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, 2004  and  March 10, 2005.   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.

      As of December 31, 2004,  the  Company's primary  sources of  liquidity
 were  $26,232,000  in cash  and  cash  equivalents,  $4,512,000  in  service
 charges receivable, $38,894,000 in  pawn and short-term advance receivables,
 $17,644,000 in inventories  and $25,000,000  of available  and unused  funds
 under the Company's Credit Facility.  The Company had working capital as  of
 December 31, 2004  of $79,985,000  and  an equity-to-liabilities ratio  of 9
 to 1.

      The Company utilized  positive cash flows  from operations  in 2004  to
 fund investing and  financing activities  primarily related  to opening  new
 stores, fund  growth  of  receivables and  inventory  balances  in  existing
 stores, to reduce outstanding debt and to purchase treasury stock.  Net cash
 provided by  operating  activities of  the  Company during  the  year  ended
 December 31, 2004  was $44,128,000,  consisting primarily  of income  before
 change in  accounting  of  $20,706,000  plus  adjustments  for  depreciation
 expense of $4,173,000, the tax benefit  from the exercise of employee  stock
 options  of  $8,736,000  and  the  provision  for  short-term  advance  loss
 provision of  $11,559,000, changes  in accrued  service charges  receivable,
 inventories, prepaid expenses  and accounts payable  of $594,000,  $720,000,
 $530,000 and  $1,344,000,  respectively,  in  addition  to  an  increase  in
 deferred income taxes of $2,142,000.  Net cash used for investing activities
 during the year ended December 31, 2004 was $25,124,000, which was primarily
 comprised of cash used to fund pawn receivables of $4,728,000, cash used  to
 fund short-term advance receivables of $13,265,000  and cash paid for  fixed
 asset additions  of  $7,131,000.  The  opening of  52  new  stores  in  2004
 contributed significantly to  the increased funding  of receivables and  the
 volume of fixed asset additions.  Net cash used by financing activities  was
 $8,619,000 during the year ended December  31, 2004, which consisted of  net
 repayments of  the Company's  debt of  $6,000,000  and $13,463,000  used  to
 purchase treasury stock, net of proceeds from exercises of stock options and
 warrants of  $10,844,000.  The non-recurring  cash flows  from the  proceeds
 from exercises  of stock  options and  warrants were  primarily utilized  to
 reduce the Company's debt and purchase treasury stock.

      For  purposes  of  its  internal  liquidity  assessments,  the  Company
 considers net  cash  changes  in pawn  receivables  and  short-term  advance
 receivables to be closely related to  operating cash flows, although in  the
 Statements of Cash Flows these are classified  as investing cash flows.  For
 Fiscal 2004, total  cash flows from  operations were  $44,128,000  while net
 cash outflows related to pawn receivables and short-term advance receivables
 were $4,728,000 and $13,265,000, respectively.  The combined net cash  flows
 from  operations  and  pawn  and  short-term  advance  receivables   totaled
 $26,135,000  for  Fiscal  2004.  For Fiscal  2003,  total  cash  flows  from
 operations  were  $32,606,000  while  net  cash  outflows  related  to  pawn
 receivables  and  short-term   advance  receivables   were  $4,635,000   and
 $11,211,000, respectively.  The combined net cash flows from operations  and
 pawn and short-term advance receivables totaled $16,760,000 for Fiscal 2003.
 For Fiscal 2002, cash  flows from operations were  $23,333,000 and net  cash
 outflows related to pawn receivables and short-term advance receivables were
 $3,413,000 and $9,652,000, respectively.  The  combined net cash flows  from
 operations and pawn and  short-term advance receivables totaled  $10,268,000
 for Fiscal 2002.

      The profitability  and liquidity  of the  Company  is affected  by  the
 amount of  pawn  loans outstanding,  which  is  controlled in  part  by  the
 Company's lending decisions.  The Company is able to influence the frequency
 of pawn redemption by increasing or decreasing the amount pawned in relation
 to the  resale value  of the  pledged property.   Tighter  credit  decisions
 generally result in smaller pawns in relation to the estimated resale  value
 of the pledged  property and can  thereby decrease  the Company's  aggregate
 pawn   balance   and,   consequently,   decrease   pawn   service   charges.
 Additionally, small advances in relation to the pledged property's estimated
 resale value tend  to increase pawn  redemptions and  improve the  Company's
 liquidity.  Conversely, providing larger pawns in relation to the  estimated
 resale value  of the  pledged property  can  result in  an  increase in  the
 Company's pawn service charge  income.  Also,  larger average pawn  balances
 can result in an increase in pawn forfeitures, which increases the  quantity
 of goods  on hand  and, unless  the  Company increases  inventory  turnover,
 reduces  the  Company's  liquidity.  The  Company's  renewal  policy  allows
 customers to renew pawns by repaying all accrued service fees on such pawns,
 effectively creating a new pawn transaction.

      The amount  of short-term  advances outstanding  and related  potential
 loss provision expense also  affect the profitability  and liquidity of  the
 Company.  An allowance for losses is provided on active short-term  advances
 and service charges receivable,  based upon expected  default rates, net  of
 estimated future recoveries of previously defaulted short-term advances  and
 service charges receivable.  The Company considers short-term advances to be
 in default  if they  are not  repaid on  the due  date, and  writes off  the
 principal amount  and service  charges receivable  as of  the default  date,
 leaving only active receivables in the reported balances.  Net defaults  and
 changes in the short-term  advance allowance are  charged to the  short-term
 advance loss provision.

      In addition to these factors, merchandise  sales and the pace of  store
 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 for  Fiscal 2005.  The  Company
 has no  significant  capital  commitments.  The  Company  currently  has  no
 written  commitments  for  additional  borrowings  or  future  acquisitions;
 however, the Company  intends to continue  to grow and  may seek  additional
 capital to facilitate expansion.  The Company will evaluate acquisitions, if
 any,  based  upon  opportunities,  acceptable  financing,  purchase   price,
 strategic fit and qualified management personnel.

      The Company  currently intends  to  continue to  engage  in a  plan  of
 expansion primarily  through  new store openings.  During  Fiscal 2005,  the
 Company currently plans to  open approximately  60 new stores, comprised  of
 both payday advance  locations, primarily located  in Texas, and  pawnshops,
 primarily in  Mexico.  This expansion  is expected  to  be  funded  entirely
 through operating cash flows.  While the Company continually looks for,  and
 is presented  with  potential acquisition  candidates,  the Company  has  no
 definitive plans or commitments  for further acquisitions.   If the  Company
 encounters an  attractive opportunity  to acquire  new  stores in  the  near
 future, the Company will seek additional financing, the terms of which  will
 be negotiated on a  case-by-case basis.  Between  January 1, 2005 and  March
 10,  2005,  the  Company  opened  4  new  check  cashing/short-term  advance
 locations and 5 pawnshops, while 1 pawnshop located in the U.S. was closed.

 Contractual Commitments

      A tabular disclosure of contractual  obligations at December 31,  2004,
 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         $42,771   $10,870   $18,570   $ 9,066   $ 4,265
  Employment contracts
   for Chief Executive
   Officer and President     5,250     1,050     3,150     1,050         -
                            ------    ------    ------    ------    ------
       Total               $48,021   $11,920   $21,720   $10,116   $ 4,265
                            ======    ======    ======    ======    ======

 Off-Balance Sheet Arrangements

      As  of  December  31,  2004,  the  Company  had  no  off-balance  sheet
 arrangements.

 Inflation

      The Company does not believe that  inflation has had a material  effect
 on the amount of pawns and short-term advances made or unredeemed goods sold
 by the Company, or its results of operation.

 Seasonality

      The Company's retail business  is seasonal in  nature with its  highest
 volume of merchandise sales occurring during  the first and fourth  calendar
 quarters of  each  year.   The  Company's  lending  and  short-term  advance
 activities are also seasonal,  with the highest  volume of lending  activity
 occurring during the third and fourth calendar quarters of each year.

 Recent Regulatory Pronouncements

      In 2003,  the Federal  Deposit  Insurance Corporation  ("FDIC"),  which
 regulates the ability of state chartered  banks to enter into  relationships
 with out of state payday loan servicers, issued guidelines under which  such
 arrangements are permitted.  Texas  is the only  state in which the  Company
 functions as loan  servicer through a  relationship with  a state  chartered
 bank, County Bank of Rehoboth Beach,  Delaware, that is subject to the  FDIC
 guidelines for payday lending.

      On March 2, 2005, the FDIC issued revised payday lending guidelines for
 FDIC-supervised banks, such as County Bank.  The revised guidelines  include
 a requirement that  such banks develop  procedures to ensure  that a  payday
 loan is not provided to any customer with payday loans outstanding from  any
 bank for more than three months in the previous twelve months.  It currently
 remains to be  determined what  procedures may  be proposed  by the  lending
 banks or  accepted by  the FDIC  in  order  to meet  these  guidelines.  The
 Company and  County Bank  are  currently in  the  process of  reviewing  the
 revised guidelines and expect to implement any necessary changes in  lending
 procedures to comply with them.  The Company's payday advance revenues  from
 Texas  locations  totaled  $30,554,000   in  Fiscal  2004  and   represented
 approximately 17%  of the  Company's total  revenues for  2004. The  Company
 expects that implementation of the revised guidelines could have a  negative
 effect on  some  portion  of  its  payday  lending  revenues  in  its  Texas
 locations, that are the Company's only locations which currently use a  bank
 relationship subject to  the FDIC's payday  lending guidelines.   Until  the
 Company and County Bank complete their review of the revised guidelines  and
 the FDIC approves the revised procedures expected to be developed by  County
 Bank and/or other banks providing payday loans, the exact timing and  amount
 of the financial impact of the revised guidelines cannot be estimated.

 Recent Accounting Pronouncements

           In  December 2004,  the   Financial  Accounting  Standards   Board
 ("FASB") enacted  Statement of  Financial Accounting  Standards  123-revised
 2004  ("SFAS 123R"),  Share-Based  Payments,  which  replaces  Statement  of
 Financial Accounting Standards No. 123  ("SFAS 123"), Accounting for  Stock-
 Based Compensation, and supersedes APB Opinion No. 25 ("APB 25"), Accounting
 for Stock Issued to Employees.  SFAS 123R  requires the  measurement of  all
 employee share-based  payments to  employees, including  grants of  employee
 stock options, using  a fair-value-based method  and the  recording of  such
 expense in the consolidated statements of income.

      The accounting  provisions  of  SFAS 123R will  be  effective  for  the
 Company for reporting periods beginning after  July 1, 2005.  The pro  forma
 disclosures previously  permitted  under  SFAS 123  no  longer  will  be  an
 alternative to financial statement recognition.  See Note 2 of the Notes  to
 Consolidated Financial  Statements for  the pro  forma  net income  and  net
 income per share  amounts, for Fiscal  2002 through Fiscal  2004, as if  the
 Company had used a fair-value-based method  similar to the methods  required
 under SFAS 123R to measure compensation expense for employee stock incentive
 awards. The Company  is evaluating the  terms and structure  of its  current
 share based payments and does not expect the adoption to have a significant,
 adverse impact on the consolidated statements  of income and net income  per
 share as it relates to current granted  options and warrants as of the  date
 of the adoption.

      In  January  2003,  the  FASB  issued  Interpretation  No. 46(R)  ("FIN
 46"),  Consolidation  of  Variable  Interest  Entities.   FIN  46  addresses
 consolidation  by  business  enterprises   of  variable  interest   entities
 (formerly special purpose entities).  In general, a variable interest entity
 is a corporation, partnership, trust or  any other legal structure used  for
 business purposes that either (a) does not have equity investors with voting
 rights or (b) has equity investors that do not provide sufficient  financial
 resources for the entity to support its activities.  The objective of FIN 46
 is not to  restrict the use  of variable interest  entities, but to  improve
 financial reporting by companies involved with variable interest  entities.
 FIN 46 requires a variable interest  entity to be consolidated by a  company
 if that  company is  subject to  a majority  of the  risk of  loss from  the
 variable interest entity's activities or entitled  to receive a majority  of
 the entity's residual returns or  both.  The consolidation requirements  are
 effective for the first period that ends after March 15, 2004; however,  the
 Company elected to adopt the requirements effective December 31, 2003.   The
 effect of the adoption of FIN 46 on the Consolidated Financial Statements is
 described in Note 3 of the Notes to the 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 exposed to market risk in the form of interest rate risk
 in regards to its long-term line of credit.  As of March 10, 2005, the  line
 of credit  did not  have an  outstanding balance;  therefore, the  Company's
 interest rate risk for 2005 is immaterial.

      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

      A majority  of  the  Company's  pawn  loans  in  Mexico  are  currently
 contracted and  settled in  U.S. dollars,  and therefore  the Company  bears
 limited exchange risk from its operations in Mexico.  The Company maintained
 certain Mexican peso-denominated  pawn loan balances  at December 31,  2004,
 which converted to a U.S. dollar equivalent of $2,500,000.  The Company also
 maintained certain  peso-denominated bank  balances  at December  31,  2004,
 which converted to a U.S. dollar equivalent of $938,000.  A 10% increase  in
 the peso to U.S. dollar exchange  rate would increase the Company's  foreign
 currency translation exposure by approximately $315,000.

 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
 --------------------

      On March 12, 2004, First Cash Financial Services, Inc. (the  "Company")
 notified its independent accountant, Deloitte & Touche LLP, of its dismissal
 as principal auditors of the Company for the year ending December 31,  2004.
 Effective March 17, 2004, the Company  has engaged Hein & Associates LLP  to
 audit the Company's  consolidated financial statements  for the year  ending
 December 31, 2004.  The change was the result of a proposal and  competitive
 bidding process involving several accounting firms.  The decision to dismiss
 Deloitte & Touche LLP and to retain Hein & Associates LLP was recommended by
 the Audit Committee of the Company's Board of Directors and approved by  the
 Board of Directors.

      The audit  reports  of  Deloitte  &  Touche  LLP  on  the  consolidated
 financial  statements  of  the  Company  as  of  and  for  the  years  ended
 December 31, 2003,  and  2002,  did  not  contain  any  adverse  opinion  or
 disclaimer  of  opinion,  nor  were  they   qualified  or  modified  as   to
 uncertainty, audit scope,  or accounting principles,  except that the  audit
 reports for 2002 and 2003 were modified to reflect a change in the Company's
 method of accounting for amortization of goodwill in 2002 in accordance with
 FASB Statement No. 142,  Goodwill and  Other Intangible  Assets, and  except
 that the audit  report for  2003 was  modified to  reflect a  change in  the
 Company's method of accounting for its  50% owned joint venture,  Cash & Go,
 Ltd., in 2003 in accordance with FASB Interpretation 46(R), Consolidation of
 Variable Interest Entities.

      During the Company's fiscal periods  ended December 31, 2003 and  2002,
 and the subsequent  interim period  through March  12, 2004,  there were  no
 disagreements between the Company and Deloitte & Touche LLP on any matter of
 accounting principles  or  practices,  financial  statement  disclosure,  or
 auditing scope or  procedure (within  the meaning  of  Item 304(a)(1)(iv) of
 Regulation S-K)  and  there  were  no  reportable  events  (as  defined   by
 Item 304(a)(1)(v) of Regulation S-K).

      During the Company's two most recent years ended December 31, 2003, and
 the subsequent interim period  through March 12,  2004, neither the  Company
 nor anyone on its behalf consulted with Hein & Associates LLP regarding  any
 of the  matters  or  events  set  forth  in  Item 304(a)(2)(i)  and  (ii) of
 Regulation S-K.   Hein  &  Associates LLP  has  served  as  the  independent
 accountant engaged to audit  the First Cash 401(k)  Plan for the three  most
 recent years ended December 31, 2004.


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

 Evaluation of Disclosure Controls and Procedures

    The Chief Executive Officer ("CEO")  and  Chief Financial Officer ("CFO")
 participated in an evaluation by our management of the effectiveness of  the
 Company's disclosure controls  and procedures as  of the end  of the  fiscal
 year that ended on December 31,  2004. Based on their participation in  that
 evaluation, the  CEO and  CFO concluded  that  the disclosure  controls  and
 procedures were effective as  of December 31, 2004  to ensure that  required
 information is disclosed on a timely basis in our reports filed or furnished
 under the Securities Exchange Act of 1934.

    The CEO and CFO also participated  in an evaluation by the management  of
 any changes in the internal control  over financial reporting that  occurred
 during the year ended  December 31, 2004. That  evaluation did not  identify
 any changes  that have  materially affected,  or  are likely  to  materially
 affect, the internal control over financial reporting.

 Management's Report on Internal Control Over Financial Reporting

    The management of First Cash Financial Services, Inc. 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.

    The management of  First Cash Financial Services, Inc.  has assessed  the
 effectiveness of the company's internal control over financial reporting  as
 of December 31, 2004.  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, 2004,  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, 2004 has been audited by Hein  &
 Associates LLP, an independent registered public accounting firm,  as stated
 in their report which appears herein.


 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    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, 2004, 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, 2004,
 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,  2004,  based  on  criteria
 established in Internal Control-Integrated Framework issued by the Committee
 of Sponsoring Organizations of the Treadway Commission (COSO).

 Hein & Associates LLP
 Dallas, Texas
 March 10, 2005


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

    Effective March 14, 2005,  the Company entered  into the following  three
 material contracts, which contracts for  Messrs. Wessel and Barron  replaced
 in the entirety their previous employment agreements.

    Mr. Wessel  has entered  into an  employment agreement  with the  Company
 through December 31, 2009 to serve as  the president of the Company; at  the
 discretion of  the  board this  agreement  may be  extended  for  additional
 successive periods of  one year  each on each  January 1  anniversary.   The
 agreement provides for:  (i)  a base salary  of  $550,000  with increases at
 the discretion  of the  Compensation  Committee;  (ii)  an  annual  bonus at
 the  discretion  of  the  Compensation  Committee;  (iii)  participation  in
 compensation plans at  the discretion  of the  Compensation Committee;  (iv)
 certain fringe benefits  including club  membership, car,  vacation, a  term
 life insurance policy  with a beneficiary  designated by  Mr. Wessel in  the
 amount of $4 million;  and  (v) reimbursement  of business related expenses.
 Mr. Wessel  has agreed  not to  compete  with the  Company, not  to  solicit
 employees of the Company, and not to solicit customers of the Company for  a
 period of time following his termination.

    Mr. Barron  has entered  into an  employment agreement  with the  Company
 through December 31, 2009  to serve as the  chief executive officer and  the
 chief operating officer of the Company; at the discretion of the board  this
 agreement may be extended for additional successive periods of one year each
 on  each  January 1  anniversary.  The agreement  provides for:  (i) a  base
 salary of  $500,000 with  increases at  the discretion  of the  Compensation
 Committee;  (ii)  an  annual bonus  at  the discretion  of  the Compensation
 Committee; (iii) participation  in compensation  plans at the discretion  of
 the Compensation  Committee; (iv)  certain  fringe benefits  including  club
 membership, car, vacation, a term life  insurance policy with a  beneficiary
 designated by Mr. Barron in the amount of $2 million; and (v)  reimbursement
 of business related expenses.  Mr. Barron has agreed not to compete with the
 Company, not  to  solicit employees  of  the  Company, and  not  to  solicit
 customers of the Company for a period of time following his termination.

    In addition, Mr. Powell has entered into a consulting agreement with  the
 Company through  December 31, 2014  to  perform  such  services  as  may  be
 requested by the Board of Directors.  The agreement provides for: (i) annual
 payments of $500,000; (ii) certain other benefits including club membership,
 car,  health insurance,  a term  life  insurance  policy  with a beneficiary
 designated   by  Mr.  Powell  in  the  amount  of  $4  million;  and   (iii)
 reimbursement  of business related expenses.  Mr. Powell has agreed  not  to
 compete with the  Company,  not to solicit employees of the Company, and not
 to  solicit  customers  of the Company  for a period  of time  following his
 termination.

<PAGE>

                                   PART III
                                   --------

 Item 10.  Directors and Executive Officers of the Registrant
 ------------------------------------------------------------

      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.


 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, 2004.  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.   The  issuance of  warrants  to
 outside consultants is accounted for using the fair value method  prescribed
 by FAS No. 123.

                           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        795,050          $  5.88            2,077,406
 Equity Compensation
   Plans Not Approved
   by Security Holders     888,400            14.04                    -
                         ---------                             ---------
     Total               1,683,450          $  9.73            2,077,406
                         =========                             =========

      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
 --------------------------------------------------------

      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.

<PAGE>

                                   PART IV
                                   -------

 Item 15.  Exhibits, Financial Statement Schedules and Reports on Form 8-K
 -------------------------------------------------------------------------
     (a)   The following documents are filed as a part of this report:

       (1) Consolidated Financial Statements:
           Reports of Independent Registered Public Accounting Firms
           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 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(8)    Employment Agreement - Alan Barron
           10.5(3)    Acquisition Agreement - Miraglia, Inc.
           10.6(4)    Acquisition Agreement for Twelve Pawnshops
                      in South Carolina
           10.7(4)    Acquisition Agreement for One Iron Ventures, Inc.
           10.8(4)    First Cash Financial Services, Inc. 1999 Stock
                      Option Plan
           10.16(6)   Executive Incentive Compensation Plan
           10.17(7)   2004 Long-Term Incentive Plan
           14.1(8)    Code of Ethics
           21.1(8)    Subsidiaries
           23.1(8)    Consent of Independent Registered Public Accounting
                      Firm, Deloitte & Touche LLP
           23.2(8)    Consent of Independent Registered Public Accounting
                      Firm, Hein & Associates LLP
           31.1(8)    Certification of Chief Executive Officer Pursuant to
                      Section 302 of the Sarbanes-Oxley Act of 2002.
           31.2(8)    Certification of Chief Financial Officer Pursuant to
                      Section 302 of the Sarbanes-Oxley Act of 2002.
           32.1(8)    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 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.

                               FIRST CASH FINANCIAL SERVICES, INC.

                               /s/ J. ALAN BARRON
                               --------------------------------------------
                               J. Alan Barron, Chief Executive Officer
                               March 10, 2005

                               /s/ R. DOUGLAS ORR
                               --------------------------------------------
                               R. Douglas Orr, Principal Accounting Officer
                               March 10, 2005

      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 10, 2005
    ----------------------
    Phillip E. Powell


    /s/ RICK L. WESSEL         Vice Chairman of the Board,   March 10, 2005
    ----------------------     President, Secretary and
    Rick L. Wessel             Treasurer


    /s/ JOE R. LOVE            Director                      March 10, 2005
    ----------------------
    Joe R. Love


    /s/ RICHARD T. BURKE       Director                      March 10, 2005
    ----------------------
    Richard T. Burke


    /s/ TARA MACMAHON          Director                      March 10, 2005
    ----------------------
    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 sheet  of First Cash
 Financial Services, Inc.,  and  subsidiaries as of  December 31, 2004, and
 the  related  consolidated  statements  of  income, stockholders'  equity,
 and cash  flows  for  the year  ended  December 31, 2004.  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 audit.

 We conducted our audit in accordance with 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
 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  audit provides 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, 2004, and  the
 consolidated results of their operations and cash flows for the year ended
 December 31,  2004, 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,
 2004,  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 10,  2005, 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 10, 2005

<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, 2003,  and
 the related consolidated statements  of income, stockholders' equity,  and
 cash flows for  each  of the  two years  in the period  ended December 31,
 2003.  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 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 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, 2003, and  the
 consolidated results of its operations and cash flows for each of the  two
 years in the period ended December 31, 2003, in conformity with accounting
 principles generally accepted in the United States of America.

 As described in Note  3,  effective December 31, 2003, in connection  with
 the  adoption  of  Financial  Accounting  Standards  Board  Interpretation
 No. 46(R),  Consolidation  of  Variable  Interest  Entities,  the  Company
 consolidated into its  financial statements its  50% owned joint  venture,
 Cash & Go, Ltd.

 As described in Note 2,  the statements of cash flows  for the years ended
 December 31, 2003 and 2002 have been restated.


 DELOITTE & TOUCHE LLP
 Fort Worth, Texas
 March 8, 2004 (October 8, 2004 as to the effects of the restatement
 described in the last paragraph of Note 2)

<PAGE>

                     FIRST CASH FINANCIAL SERVICES, INC.
                         CONSOLIDATED BALANCE SHEETS

                                                 December 31,   December 31,
                                                     2004           2003
                                                    -------        -------
                                             (in thousands, except share data)
                    ASSETS

 Cash and cash equivalents......................   $ 26,232       $ 15,847
 Service charges receivable.....................      4,512          3,918
 Pawn receivables...............................     23,429         20,037
 Short-term advance receivables, net of
   allowance of $552 and $497, respectively.....     15,465         13,759
 Inventories....................................     17,644         15,588
 Prepaid expenses and other current assets......      1,378            964
 Income taxes receivable........................        867          1,613
                                                    -------        -------
  Total current assets .........................     89,527         71,726

 Property and equipment, net....................     17,376         14,418
 Goodwill.......................................     53,237         53,237
 Other..........................................        799            683
                                                    -------        -------
     Total assets ..............................   $160,939       $140,064
                                                    =======        =======
     LIABILITIES AND STOCKHOLDERS' EQUITY

 Accounts payable ..............................   $    856       $  1,054
 Accrued expenses...............................      8,686          9,832
                                                    -------        -------
  Total current liabilities ....................      9,542         10,886

 Revolving credit facility......................          -          6,000
 Deferred income taxes..........................      7,351          5,955
                                                    -------        -------
     Total liabilities .........................     16,893         22,841
                                                    -------        -------
 Commitments and contingencies (see Note 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; 16,611,955 and 16,148,352
    shares issued, respectively; 15,989,240 and
    15,167,081 shares outstanding, respectively         166            109
  Additional paid-in capital ...................     78,556         63,395
  Retained earnings ............................     77,440         56,734
  Common stock in treasury, 622,715 and 654,181
    shares at cost, respectively ...............    (12,116)        (3,015)
                                                    -------        -------
      Total stockholders' equity................    144,046        117,223
                                                    -------        -------
      Total liabilities and stockholders' equity   $160,939       $140,064
                                                    =======        =======

                        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,
                                               -----------------------------
                                                2004       2003       2002
                                               -------    -------    -------
                                       (in thousands, except per share amounts)
 Revenues:
    Merchandise sales ....................... $ 86,745   $ 69,808   $ 56,916
    Pawn service charges ....................   34,663     28,804     21,723
    Short-term advance service charges.......   54,123     42,939     36,473
    Check cashing fees ......................    3,030      2,749      2,659
    Other ...................................    1,252      1,168      1,022
                                               -------    -------    -------
                                               179,813    145,468    118,793
                                               -------    -------    -------
 Cost of revenues:
    Cost of goods sold ......................   52,056     41,110     32,890
    Short-term advance loss provision........   11,559      9,879      8,669
    Check cashing returned items expense ....      252        233        258
                                               -------    -------    -------
                                                63,867     51,222     41,817
                                               -------    -------    -------
      Gross profit...........................  115,946     94,246     76,976
                                               -------    -------    -------
 Expenses:
    Store operating expenses ................   61,063     51,814     45,163
    Administrative expenses .................   17,837     14,807     11,580
    Depreciation ............................    4,173      3,019      2,548
    Interest expense ........................       73        472        939
    Interest income .........................      (67)      (595)      (645)
                                               -------    -------    -------
                                                83,079     69,517     59,585
                                               -------    -------    -------
 Income before income taxes .................   32,867     24,729     17,391
    Provision for income taxes ..............   12,161      9,397      6,451
                                               -------    -------    -------
 Income before change in accounting principle   20,706     15,332     10,940
    Cumulative effect of change in accounting
      principle, net of tax (see Note 3)             -       (357)         -
                                               -------    -------    -------
      Net income............................. $ 20,706   $ 14,975   $ 10,940
                                               =======    =======    =======
 Net income per share:
    Basic:
      Income before change in accounting
        principle..........................   $   1.31   $   1.09   $   0.83
      Cumulative effect of change in
        accounting principle, net of tax ..          -      (0.02)         -
                                               -------    -------    -------
      Net income...........................   $   1.31   $   1.07   $   0.83
                                               =======    =======    =======
    Diluted:
      Income before change in accounting
        principle..........................   $   1.22   $   0.97   $   0.76
      Cumulative effect of change in
        accounting principle, net of tax ..          -      (0.02)         -
                                               -------    -------    -------
      Net income...........................   $   1.22   $   0.95   $   0.76
                                               =======    =======    =======

                        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,
                                               -----------------------------
                                                2004       2003       2002
                                               -------    -------    -------
                                                       (in thousands)
 Cash flows from operating activities:
   Income before change in accounting
    principle ............................... $ 20,706   $ 15,332   $ 10,940
   Adjustments to reconcile net income to
    net cash flows from operating activities:
      Depreciation ..........................    4,173      3,019      2,548
      Short-term advance loss provision .....   11,559      9,878      8,669
      Tax benefit from exercise of stock
        options .............................    8,736      5,408        229
   Changes in operating assets and
    liabilities, net of effect of Cash & Go,
    Ltd. consolidation:
      Service charges receivable ............     (594)      (553)      (357)
      Inventories ...........................     (720)      (718)      (329)
      Prepaid expenses and other assets .....     (530)       167         41
      Accounts payable and accrued expenses..   (1,344)       545         13
      Current and deferred income taxes .....    2,142       (472)     1,579
                                               -------    -------    -------
    Net cash flows from operating activities    44,128     32,606     23,333
                                               -------    -------    -------
 Cash flows from investing activities:
   Pawn receivables, net ....................   (4,728)    (4,635)    (3,413)
   Short-term advance receivables, net ......  (13,265)   (11,211)    (9,652)
   Purchases of property and equipment ......   (7,131)    (5,202)    (4,264)
   Cash from consolidation of Cash & Go, Ltd.        -      2,103          -
   Net (increase) decrease in receivable
     from Cash & Go, Ltd. ...................        -      2,633       (278)
                                               -------    -------    -------
   Net cash flows from investing activities    (25,124)   (16,312)   (17,607)
                                               -------    -------    -------
 Cash flows from financing activities:
   Proceeds from debt .......................   10,000          -      7,000
   Repayments of debt .......................  (16,000)   (23,502)   (12,491)
   Decrease in notes receivable from officers        -      4,228        823
   Purchases of treasury stock ..............  (13,463)         -          -
   Proceeds from exercise of stock options
     and warrants ...........................   10,844      6,092        425
                                               -------    -------    -------
   Net cash flows from financing activities     (8,619)   (13,182)    (4,243)
                                               -------    -------    -------

 Change in cash and cash equivalents ........   10,385      3,112      1,483
 Cash and cash equivalents at beginning
   of the year...............................   15,847     12,735     11,252
                                               -------    -------    -------
 Cash and cash equivalents at end of the year $ 26,232   $ 15,847   $ 12,735
                                               =======    =======    =======

 Supplemental disclosure of
   cash flow information:
   Cash paid during the year for:
    Interest ................................ $     70   $    498   $    964
                                               =======    =======    =======
    Income taxes ............................ $  1,356   $  4,256   $  4,907
                                               =======    =======    =======

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

                                                  Year Ended December 31,
                                               -----------------------------
                                                2004       2003       2002
                                               -------    -------    -------
                                                       (in thousands)
 Supplemental disclosure of non-cash
  operating, investing and financing
  activities:
   Non-cash transactions in connection with
    consolidation of Cash & Go, Ltd.:
      Fair market value of assets
        consolidated ........................ $      -   $  4,648   $      -
        Less assumption of liabilities
          from consolidation ................        -     (5,791)         -
                                               -------    -------    -------
 Net liabilities resulting from consolidation $      -   $ (1,143)  $      -
                                               =======    =======    =======
   Non-cash transactions in connection with
     pawn receivables collateral forfeited
     and transferred to inventories ......... $ 35,173   $ 27,112   $ 22,346
                                               =======    =======    =======

                    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,
                                               -----------------------------
                                                2004       2003       2002
                                               -------    -------    -------
                                                       (in thousands)
 Common stock:
   Balance at beginning of year ...........   $    109   $     96   $     95
   Exercise of stock options and warrants..         15         13          1
   Cancellation of treasury stock .........         (8)         -          -
   Effect of stock split ..................         50          -          -
                                               -------    -------    -------
        Balance at end of year ............        166        109         96
                                               -------    -------    -------
 Preferred stock:
        Balance at end of year ............          -          -          -
                                               -------    -------    -------
 Additional paid-in capital:
   Balance at beginning of year ...........     63,395     51,908     51,255
   Exercise of stock options and warrants,
     including income tax benefit of
     $8,736, $5,408, and $229, respectively     19,572     11,487        653
   Cancellation of treasury stock .........     (4,354)         -          -
   Effect of stock split ..................        (57)         -          -
                                               -------    -------    -------
        Balance at end of year ............     78,556     63,395     51,908
                                               -------    -------    -------
 Retained earnings:
   Balance at beginning of year ...........     56,734     41,759     30,819
   Net income .............................     20,706     14,975     10,940
                                               -------    -------    -------
        Balance at end of year ............     77,440     56,734     41,759
                                               -------    -------    -------
 Notes receivable from officers:
   Balance at beginning of year ...........          -     (4,228)    (5,051)
   Repayment of notes receivable ..........          -      4,228        823
                                               -------    -------    -------
        Balance at end of year ............          -          -     (4,228)
                                               -------    -------    -------
 Treasury stock:
   Balance at beginning of year ...........     (3,015)    (3,015)    (3,015)
   Repurchases of treasury stock ..........    (13,463)         -          -
   Cancellation of treasury stock .........      4,362          -          -
                                               -------    -------    -------
        Balance at end of year ............    (12,116)    (3,015)    (3,015)
                                               -------    -------    -------

 Total stockholders' equity:...............   $144,046   $117,223   $ 86,520
                                               =======    =======    =======

                 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  which retail  previously
 owned merchandise acquired through pawn forfeitures.  In addition to  making
 short-term secured pawns, most of the Company's pawn stores offer short-term
 advances, also known as payday loans.  The Company also operates  short-term
 or payday advance  stores that provide  short-term advances, check  cashing,
 and other related financial services.  As of December 31, 2004, the  Company
 owned  and  operated  197  pawn stores  and  87 payday  advance stores.  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. In  addition, effective  December 31,  2003, the  accompanying
 consolidated financial statements include the balance sheet accounts of Cash
 & Go,  Ltd., a  Texas limited  partnership,  which owns  financial  services
 kiosks inside convenience stores.  The operating results of the  partnership
 are included in the consolidated  financial statements effective January  1,
 2004.  All significant  intercompany accounts  and  transactions  have  been
 eliminated (See Note 3).

      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.

      Receivables and income  recognition - Pawn  receivables are secured  by
 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. If the pawn is not repaid, the principal  amount
 pawned becomes the carrying value of the forfeited collateral ("inventory"),
 which is recovered through  sale.  Short-term advances  are made for  thirty
 days or less.   The Company recognizes the  service charges associated  with
 short-term advances on a  constant-yield basis over the  term of the  short-
 term advance.

      Short-term advance loss provision - An allowance is provided on  short-
 term advance receivables and service charge receivables, based upon expected
 default rates, net  of estimated future  recoveries of previously  defaulted
 short-term advances and service charge  receivables.  The Company  considers
 short-term advances to be in default if they are not repaid on the due date,
 and writes off the principal amount and service charge receivables as of the
 default date.  Net defaults and changes in the short-term advance  allowance
 are charged to the short-term advance loss provision.

      Store operating expenses - Costs incurred in operating the pawn  stores
 and payday advance stores 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 - 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.  The cost of  inventories is determined  on the  specific
 identification  method.  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 inventory 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 thirty-one 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 retired.

      Goodwill - Acquisitions  have  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 dates of acquisition.  The excess purchase price over the fair
 market value of the net tangible assets acquired and identifiable intangible
 assets have  been  recorded  as  goodwill.   Goodwill  was  amortized  on  a
 straight-line  basis over  an estimated useful life of  forty years  through
 December 31, 2001.  The Company  adopted Statement  of Financial  Accounting
 Standards ("SFAS") No. 142, Goodwill and Other Intangible Assets,  effective
 January 1, 2002.  Under  SFAS  No.  142,  goodwill  is  not  amortized,  but
 reviewed for impairment annually, or  more frequently if certain  indicators
 arise.  The Company  completed the transitional  fair value impairment  test
 and determined that no impairment of recorded goodwill existed at January 1,
 2002.  The  Company has  also  determined  that  no  impairment  existed  at
 December 31, 2002, 2003 and 2004. Subsequent impairment losses, if any, will
 be reflected in operating  income or loss in  the consolidated statement  of
 income for the period in which such loss is realized.

      Long-lived assets  -  Long-lived  assets  (i.e.,  property,  plant  and
 equipment, and  intangible  assets with  definite  lives) 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 that  any
 impairments exist at December 31, 2004.

      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 short-term 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, 2004,  2003 and  2002,  was $2,302,000,  $1,567,000  and
 $1,332,000, respectively.

      Stock-based  compensation   -   The  Company's   stock-based   employee
 compensation plans are  described  in Note 11.  The expense recognition  and
 measurement principles of APB 25, Accounting for Stock Issued to  Employees,
 and related interpretations are followed in accounting for these plans.   No
 stock-based employee compensation has been  charged to earnings because  the
 exercise prices of all stock options granted under this plan have been equal
 to the market value of the Company's common stock at the date of the  grant.
 The  following  presents information  about  net  income  and  earnings  per
 share as  if the  Company  had  applied  the fair value expense  recognition
 requirements of  Statement of  Financial  Accounting Standards  (SFAS)  123,
 Accounting for  Stock-Based  Compensation,  to all  employee  stock  options
 granted under the plan (in thousands, except per share data).

                                                  Year Ended December 31,
                                               -----------------------------
                                                2004       2003       2002
                                               -------    -------    -------
 Net income, as reported                      $ 20,706   $ 14,975   $ 10,940
 Less: Stock-based employee compensation
   determined under the fair value
   requirements of SFAS 123, net of
   income tax benefits                           2,716      2,261      1,252
                                               -------    -------    -------
 Pro forma net income                         $ 17,990   $ 12,714   $  9,688
                                               =======    =======    =======
 Earnings per share:
   Basic, as reported                         $   1.31   $   1.07   $   0.83
   Basic, pro forma                           $   1.14   $   0.91   $   0.73

   Diluted, as reported                       $   1.22   $   0.95   $   0.76
   Diluted, pro forma                         $   1.06   $   0.81   $   0.67


      Pursuant to the  requirements of  SFAS 123,  the weighted-average  fair
 value of the individual employee stock  options and warrants granted  during
 2004, 2003  and  2002  have  been  estimated  as  $9.93,  $5.93  and  $3.11,
 respectively, on the  date of the  grant.  The  fair values were  determined
 using a Black-Scholes option-pricing model using the following assumptions:

                                                  Year Ended December 31,
                                               -----------------------------
                                                2004       2003       2002
                                               -------    -------    -------
      Dividend yield                                 -          -          -
      Volatility                                  52.7%      54.0%      58.0%
      Risk-free interest rate                      3.5%       3.5%       3.5%
      Expected life                           5.5 years    7 years    7 years


      In December 2004,  the FASB issued  Statement No.  123(R), Share  Based
 Payments.  This statement, which is effective for the Company beginning July
 1, 2005, requires that companies recognize compensation expense equal to the
 fair value of stock options or other share-based payments.

      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 three-for-two split of the Company's common stock in 2004 (See Note 4).

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

                                                  Year Ended December 31,
                                               -----------------------------
                                                2004       2003       2002
                                               -------    -------    -------
    Numerator:
     Net income for calculating
       basic and diluted earnings per share   $ 20,706   $ 14,975   $ 10,940
                                               =======    =======    =======
    Denominator:
     Weighted-average common shares for
       calculating basic earnings per share     15,754     13,986     13,250
     Effect of dilutive stock options
       and warrants                              1,280      1,770      1,146
                                               -------    -------    -------
     Weighted-average common shares for
       calculating diluted earnings per share   17,034     15,756     14,396
                                               =======    =======    =======

     Basic earnings per share                 $   1.31   $   1.07   $   0.83
     Diluted earnings per share               $   1.22   $   0.95   $   0.76


      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,
 2002 and  2003  have been  reclassified  in order  to  conform to  the  2004
 presentation.

      In addition, the Statements of Cash Flows  for the years ended December
 31, 2003 and 2002 were restated  to  correct  the classification  of certain
 transactions between sections  of the Statements of Cash Flows.  The effects
 of  these  reclassifications were  to increase  cash  flows  from  operating
 activities  by $16,508,000  and  $9,563,000 from amounts previously reported
 for 2003 and 2002, respectively with offsetting reductions to net cash flows
 from investing  and  financing activities.  The  specific  adjustments  were
 provided in the Company's amended and restated Annual Report on Form 10-K/A,
 dated October 8, 2004, for the year ended December 31, 2003.


 NOTE 3 - CHANGE IN ACCOUNTING PRINCIPLE

      In December 2003, the FASB issued Interpretation No. 46(R) ("FIN  46"),
 Consolidation of Variable Interest Entities.  FIN 46 addresses consolidation
 by business  enterprises of  variable  interest entities  (formerly  special
 purpose entities).  In general, a variable interest entity is a corporation,
 partnership, trust or any other legal  structure used for business  purposes
 that either (a) does not have equity investors with voting rights or (b) has
 equity investors that do not provide sufficient financial resources for  the
 entity  to  support its  activities.  FIN  46 requires  a variable  interest
 entity to be  consolidated by  a company  if that  company is  subject to  a
 majority of the risk of loss from the variable interest entity's  activities
 or entitled to receive a majority of the entity's residual returns or both.

      The Company has a 50% ownership interest in a joint venture, Cash & Go,
 Ltd., a  Texas  limited  partnership,  which  owns  and  operates  40  check
 cashing/short-term advance kiosks  inside convenience  stores.  The  Company
 previously accounted for its share of the joint venture's operating  results
 using the equity method of accounting, as neither joint venture partner  had
 control. Accordingly, through  December 31, 2003,  the Company recorded  its
 50% share  of  the partnership's  earnings  or losses  in  its  consolidated
 financial statements.  As defined  in FIN  46, Cash  &  Go,  Ltd. meets  the
 requirements of a variable interest entity that must be consolidated by  the
 Company.  The Company implemented FIN 46 on December 31, 2003, at which time
 it recorded a  change in  accounting principle  charge of  $357,000, net  of
 income tax benefit, which was necessary to recognize the other joint venture
 partner's share of  the Cash &  Go, Ltd.'s accumulated  operating losses  as
 part of the initial consolidation accounting.   As of December 31, 2003  and
 periods thereafter, the  Company's consolidated balance  sheet includes  the
 assets and liabilities  of Cash &  Go, Ltd., net  of intercompany  accounts,
 including  the  loan  described  below,  which  have  been  eliminated.  The
 operating results  of  Cash  &  Go, Ltd.,  are  included  in  the  Company's
 consolidated operating results  effective for  accounting periods  beginning
 January 1, 2004.

      The Company funds substantially all of the working capital requirements
 of Cash & Go, Ltd. in the form of a loan to the joint venture.  This loan is
 callable at any time by the Company,  bears interest at the prime rate  plus
 5%, and  is  secured by  substantially  all of  Cash  & Go,  Ltd.'s  assets.
 Summarized financial information  for Cash  & Go,  Ltd. as  of December  31,
 2003, and for the years ended December 31, 2003 and 2002, are as follows:

                                                         December 31,
                                                            2003
                                                           -------
                                                        (in thousands)
      Current assets                                      $  4,120
      Non-current assets                                       528
      Current note payable to First Cash Financial
        Services, Inc.                                      (5,504)
      Other current liabilities                               (287)
                                                           -------
          Net liabilities                                 $ (1,143)
                                                           =======

      Company's net receivable from Cash & Go, Ltd.:
        Note receivable from Cash & Go, Ltd.              $  5,504
        Company's share of net liabilities                    (572)
                                                           -------
                                                          $  4,932
                                                           =======

                                                   Year Ended December 31,
                                                   -----------------------
                                                       2003       2002
                                                     -------    -------
                                                       (in thousands)

      Revenues                                      $  6,694   $  7,093
      Expenses                                         6,596      7,571
                                                     -------    -------
          Income (loss) before taxes                $     98   $   (478)
                                                     =======    =======
      Company's share of income (loss),
        as accounted for using the equity
        method through December 31, 2003            $     49   $   (239)
                                                     =======    =======

      Had the Company been accounting for  its investment  in Cash & Go, Ltd.
 under FIN 46 for the years ended  December 31, 2003 and 2002, the  Company's
 net income would have been as follows (in thousands, except per share data):

                                                   Year Ended December 31,
                                                   -----------------------
                                                       2003       2002
                                                     -------    -------
      Reported net income                           $ 14,975   $ 10,940
      Additional net income (loss) related
        to consolidation of Cash & Go, Ltd.,
        net of tax                                       387       (150)
                                                     -------    -------
         Adjusted net income                        $ 15,362   $ 10,790
                                                     =======    =======
      Basic earnings per share:
         Reported net income                        $   1.07   $   0.83
         Adjusted net income                        $   1.10   $   0.81

      Diluted earnings per share:
         Reported net income                        $   0.95   $   0.76
         Adjusted net income                        $   0.97   $   0.75


 NOTE 4 - CAPITAL STOCK

      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, treasury  shares
 and par value) have been retroactively adjusted to reflect the split.

      In July  2004, the  Company's Board  of  Directors authorized  a  stock
 repurchase program  to permit future repurchases  of up  to 1,600,000 shares
 of  the  Company's  outstanding  common  stock.  During  2004,  the  Company
 repurchased a  total of  623,000 common  shares under  the stock  repurchase
 program for an aggregate purchase price of $12,100,000, or $19.46 per share.


 NOTE 5 - RELATED PARTY TRANSACTIONS

      As of December 31, 2002, the  Company had notes receivable  outstanding
 from certain of its officers totaling $4,228,000.  Repayment of these  notes
 was completed during Fiscal 2003.  The notes bore interest at 3%.


 NOTE 6 - PROPERTY AND EQUIPMENT

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

                                                  December 31,  December 31,
                                                      2004          2003
                                                    -------       -------
        Land                                       $    672      $    672
        Buildings                                     1,002         1,002
        Leasehold improvements                        1,792         1,792
        Furniture, fixtures and equipment            33,418        26,405
                                                    -------       -------
                                                     36,884        29,871
        Less:  accumulated depreciation             (19,508)      (15,453)
                                                    -------       -------
                                                   $ 17,376      $ 14,418
                                                    =======       =======

 NOTE 7 - ACCRUED EXPENSES

      Accrued expenses consist of the following (in thousands):

                                                  December 31,  December 31,
                                                      2004          2003
                                                    -------       -------
        Money orders and wire transfers payable    $    523      $    726
        Accrued compensation                          3,492         2,979
        Layaway deposits                              2,057         1,655
        Sales and property taxes payable                910         1,144
        Lending activity settlements payable            781         1,462
        Other                                           923         1,866
                                                    -------       -------
                                                   $  8,686      $  9,832
                                                    =======       =======


 NOTE 8 - REVOLVING CREDIT FACILITY

      The Company maintains a  long-term line of  credit with two  commercial
 lenders (the "Credit Facility"). The Credit Facility provides a  $25,000,000
 long-term line of credit that matures on April 15, 2006, and bears  interest
 at the prevailing LIBOR rate (which  was approximately 2.4% at  December 31,
 2004) 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, 2004, no amounts were outstanding under  the
 Credit Facility and  the Company had  $25,000,000 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, 2004,  and  March 10, 2005.  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.


 NOTE 9 - INCOME TAXES

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

                                                  Year Ended December 31,
                                               -----------------------------
                                                2004       2003       2002
                                               -------    -------    -------
       Current:
          Federal                             $  9,874   $  7,495   $  4,437
          State and foreign                        891        870        760
                                               -------    -------    -------
                                                10,765      8,365      5,197
       Deferred                                  1,396      1,032      1,254
                                               -------    -------    -------
                                              $ 12,161   $  9,397   $  6,451
                                               =======    =======    =======

      The principal current and non-current deferred tax liabilities  consist
 of the following at December 31, 2004 and 2003 (in thousands):

                                                  December 31,  December 31,
                                                      2004          2003
                                                    -------       -------
       Deferred tax assets:
         Inventory tax-basis difference            $  1,673      $  1,520
         Legal accruals                                   -           430
                                                    -------       -------
                                                      1,673         1,950
                                                    -------       -------
       Deferred tax liabilities:
         Amortization of goodwill                     7,264         6,120
         Depreciation                                 1,013         1,248
         State income tax effect of
           deferred tax items                           407           329
         Other                                          340           208
                                                    -------       -------
                                                      9,024         7,905
                                                    -------       -------
       Net deferred tax liability                  $  7,351      $  5,955
                                                    =======       =======
       Reported as:
         Non-current liabilities - deferred
           income taxes                            $  7,351      $  5,955
                                                    =======       =======

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

                                                  Year Ended December 31,
                                               -----------------------------
                                                2004       2003       2002
                                               -------    -------    -------
       Tax at the federal statutory rate      $ 11,175   $  8,408   $  5,913

       State and foreign income taxes,
         net of federal tax benefit                588        558        400
       Other, net                                  398        431        138
                                               -------    -------    -------
                                              $ 12,161   $  9,397   $  6,451
                                               =======    =======    =======


 NOTE 10 - COMMITMENTS AND CONTINGENCIES

      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
                 ------
                  2005 ................   $ 10,870
                  2006 ................     10,024
                  2007 ................      8,546
                  2008 ................      5,913
                  2009 ................      3,153
                  Thereafter ..........      4,265
                                           -------
                                          $ 42,771
                                           =======

      Rent  expense  under  such  leases  was  $10,923,000,  $8,664,000   and
 $7,251,000  for  the  years  ended   December  31,  2004,  2003  and   2002,
 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.


 NOTE 11 - EMPLOYEE STOCK OPTION AND INCENTIVE PLANS AND OUTSTANDING WARRANTS

      On October 30, 1990, the Company's Board of Directors adopted the  1990
 Stock  Option  Plan  (the "1990  Plan").  The  1990  Plan provides  for  the
 issuance of incentive stock options and non-qualified stock  options to  key
 employees and  directors of  the Company.  The  total  number  of shares  of
 Common Stock authorized  and  reserved for issuance under the  1990 Plan  is
 375,000 shares.  The exercise price for each stock option granted under  the
 1990 Plan may not be less than the fair market value of the Common Stock  on
 the date of the grant, unless, in  the case of incentive stock options,  the
 optionee owns greater  than 10% of  the total combined  voting power of  all
 classes of capital stock  of the Company, in  which case the exercise  price
 may not be less than 110%  of the fair market value  of the Common Stock  on
 the date of the  grant.  Unless otherwise  determined by the Board,  options
 granted under the 1990 Plan have a  maximum duration of five years and  vest
 in up to four equal installments, commencing on the first anniversary of the
 date of grant.  As of  December 31, 2004, no  options to purchase shares  of
 Common Stock  were available  for grant  under the  1990 Plan.   Options  to
 purchase 1,000 shares were vested at December 31, 2004.

      On January 14, 1999, the Company's shareholders adopted the 1999  Stock
 Option Plan (the "1999 Plan").  The  1999 Plan provides for the issuance  of
 incentive stock options and non-qualified stock options to key employees and
 directors of  the  Company.  The  total  number of  shares of  Common  Stock
 authorized and  reserved  for issuance  under  the 1999  Plan  is  3,750,000
 shares.  The  exercise price for  each stock option  granted under the  1999
 Plan may not be less than the fair market  value of the Common Stock on  the
 date of  the grant,  unless, in  the case  of incentive  stock options,  the
 optionee owns greater  than 10% of  the total combined  voting power of  all
 classes of capital stock  of the Company, in  which case the exercise  price
 may not be less than 110%  of the fair market value  of the Common Stock  on
 the date of the  grant.  Unless otherwise  determined by the Board,  options
 granted under the 1999 Plan have a maximum duration of ten years unless,  in
 the case of incentive stock options, the  optionee owns at least 10% of  the
 total combined voting power of all classes of capital stock of the  Company,
 in which case the maximum duration is five years.  As of December 31,  2004,
 options to  purchase 1,177,000  shares of  Common Stock  were available  for
 grant under the  1999  Plan.  Options to purchase  552,000 shares of  common
 stock under the 1999 Plan were vested as of December 31, 2004.

      On June 15, 2004, the Company's shareholders adopted the 2004 Long-Term
 Incentive Plan (the "2004 Plan").   The 2004 Plan provides for the  issuance
 of incentive stock options, non-qualified stock  options and other forms  of
 equity compensation such as stock  appreciation rights and restricted  stock
 to key employees and directors of the  Company.  The total number of  shares
 of Common Stock authorized  and  reserved  for issuance under the 2004  Plan
 is 900,000  shares.  The  exercise  price  for  each  stock  option or stock
 appreciation right granted under the 2004 Plan may not be less than the fair
 market value of the Common Stock on the date of the grant. Unless  otherwise
 determined by  the Board,  options granted  under the  Plan have  a  maximum
 duration of ten years.  As of December  31, 2004, no stock options or  other
 equity compensation units had been granted or vested and 900,000 options  or
 units were available for grant under the 2004 Plan.

      The Company also issues warrants to purchase shares of Common  Stock to
 certain key members of management, to members of the Board  of Directors who
 are  not employees  or  officers of the Company  and  to outside consultants
 and advisors  in connection  with various acquisitions,  debt  offerings and
 consulting engagements.  In accordance with  the provisions of  FAS 123, the
 issuance  of warrants to outside consultants and  advisors is accounted  for
 using the fair value method prescribed by FAS 123.

      Stock option and  warrant activity for  Fiscal 2002, 2003  and 2004  is
 summarized in the accompanying chart (in thousands, except exercise price).

                                                             Exercisable
                                                          -----------------
                                                                  Weighted
                                             Weighted             Average
                                             Average              Exercise
                       Options Warrants  Exercise Price  Number    Price
                       ------- --------  --------------  ------    -----
  December 31, 2001     1,769    1,504       $ 3.99       2,534   $ 3.53
    Granted               195      783         5.33
    Exercised             (93)     (68)        2.75
    Cancelled            (205)    (135)        7.04
                        -----    -----
  December 31, 2002     1,666    2,084         4.12       3,279     4.01
    Granted               503      405        10.18
    Exercised          (1,197)    (663)        3.27
    Cancelled             (27)       -         5.33
                        -----    -----
  December 31, 2003       945    1,826         6.65       2,463     6.45
    Granted               455        -        19.33
    Exercised            (605)    (938)        7.03
                        -----    -----
  December 31, 2004       795      888       $ 9.73       1,395   $ 9.42
                        =====    =====

      Options and  warrants  outstanding as  of  December 31,  2004,  are  as
 follows (in thousands, except exercise price and life):

                           Total Warrants
                 Exercise       and         Remaining     Currently
                  Price       Options         Life       Exercisable
                  -----       -------         ----       -----------
                  $1.33          75            6.0            75
                   2.67           8            6.1             -
                   5.33          14            0.3            14
                   5.33          22            3.2            22
                   5.33         365            7.3           273
                   5.33          15            7.7             -
                   5.33         300            8.1           300
                   6.67          38            4.3            38
                   6.67          60            8.1            30
                   6.73         100            8.3           100
                   7.67         120            8.4           120
                   8.67          19            8.4            20
                  13.37          93            8.8            36
                  19.33         454            9.1           367
                              -----                        -----
                              1,683                        1,395
                              =====                        =====


 NOTE 12 - FIRST CASH 401(k) PLAN

      The First Cash 401(k) Plan (the "Plan") is provided by the Company  for
 all full-time employees  who have  been employed  with the  Company for  one
 year.  Under the Plan, a participant  may contribute up to 15% 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 five years of service.  The total Company matching
 contributions to the Plan were $250,000, $213,000 and $220,000 for the years
 ended December 31, 2004, 2003 and 2002, respectively.


 NOTE 13 - GEOGRAPHIC AREAS

      The Company  manages  its  business on  the  basis  of  one  reportable
 segment.  See Note 1 for a brief description of the Company's business.  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,
                                        -----------------------------
                                         2004       2003       2002
                                        -------    -------    -------
      Revenues:
       United States                   $145,386   $126,707   $112,720
       Mexico                            34,427     18,761      6,073
                                        -------    -------    -------
       Total                           $179,813   $145,468   $118,793
                                        =======    =======    =======

      Pawn receivables:
       United States                   $ 16,707   $ 15,695   $ 14,430
       Mexico                             6,722      4,342      2,194
                                        -------    -------    -------
       Total                           $ 23,429   $ 20,037   $ 16,624
                                        =======    =======    =======

      Short-term advance receivables:
       United States                   $ 15,465   $ 13,759   $ 10,690
       Mexico                                 -          -          -
                                        -------    -------    -------
       Total                           $ 15,465   $ 13,759   $ 10,690
                                        =======    =======    =======
      Inventories:
       United States                   $ 13,393   $ 13,042   $ 12,283
       Mexico                             4,251      2,546      1,365
                                        -------    -------    -------
       Total                           $ 17,644   $ 15,588   $ 13,648
                                        =======    =======    =======
      Long-lived assets:
       United States                   $ 11,183   $ 11,391   $ 16,706
       Mexico                             6,992      3,710      2,958
                                        -------    -------    -------
       Total                           $ 18,175   $ 15,101   $ 19,664
                                        =======    =======    =======


 NOTE 14 - QUARTERLY FINANCIAL DATA (UNAUDITED)

      Summarized quarterly  financial data  (in thousands,  except per  share
 data) for the fiscal years ended  December 31, 2004 and 2003,  are set forth
 below. The Company's operations are subject to seasonal fluctuations.

                                      First     Second      Third     Fourth
                                     Quarter    Quarter    Quarter    Quarter
                                     -------    -------    -------    -------
 2004
 ----
  Total revenues                    $ 41,850   $ 40,318   $ 46,544   $ 51,101
  Cost of revenues                    13,532     13,730     17,660     18,945
  Gross profit                        28,318     26,588     28,884     32,156
  Total expenses                      20,139     19,813     20,641     22,486
  Net income                           5,178      4,246      5,190      6,092
  Diluted earnings per share
    from net income                     0.30       0.25       0.31       0.36
  Diluted weighted average shares     17,079     17,294     16,830     16,931

 2003
 ----
  Total revenues                    $ 34,244   $ 33,418   $ 37,241   $ 40,565
  Cost of revenues                    11,815     11,730     13,313     14,364
  Gross profit                        22,429     21,688     23,928     26,201
  Total expenses                      16,838     16,781     17,447     18,452
  Income before change in
    accounting principle               3,498      3,001      4,016      4,817
  Cumulative effect of change
    in accounting principle                -          -          -       (357)
  Net income                           3,498      3,001      4,016      4,460
  Diluted earnings per share before
    change in accounting principle      0.24       0.19       0.25       0.29
  Diluted earnings per share from
    cumulative effect of change
    in accounting principle                -          -          -      (0.02)
  Diluted earnings per share
    from net income                     0.24       0.19       0.25       0.27
  Diluted weighted average shares     14,684     15,159     16,358     16,773