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, 2005, 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  if the registrant is  a well-known seasoned  issuer,
 as defined in Rule 405 of the Securities Act.  Yes [   ]  No [ X ]

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

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

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

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

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

      The aggregate market value of the  voting stock held by  non-affiliates
 of the registrant, based  upon the last reported  sales price on the  Nasdaq
 National Market on June 30, 2005, the last trading date of registrant's most
 recently completed second fiscal quarter is $269,500,000.

      As of March  13, 2006,  there were  32,007,672 shares  of common  stock
 outstanding.

                     DOCUMENTS INCORPORATED BY REFERENCE

      The Company's Proxy Statement in connection with its Annual Meeting  of
 Stockholders to be  held on  June 7, 2006, 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, 2005


                              TABLE OF CONTENTS
                              -----------------

 PART I

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


 PART II

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


 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 and Financial Statement Schedules


 SIGNATURES

<PAGE>

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

      This annual  report may  contain forward-looking  statements about  the
 business,  financial  condition  and  prospects  of  First  Cash   Financial
 Services, Inc. ("First Cash" or the "Company").  Forward-looking statements,
 as that term is defined in  the Private Securities Litigation Reform Act  of
 1995, can be identified  by the use of  forward-looking terminology such  as
 "believes," "projects,"  "expects," "may,"  "estimates," "should,"  "plans,"
 "intends," "could,"  or "anticipates,"  or the  negative thereof,  or  other
 variations  thereon,  or  comparable  terminology,  or  by  discussions   of
 strategy.  Forward-looking  statements can also  be identified  by the  fact
 that these  statements  do not  relate  strictly to  historical  or  current
 matters.  Rather,  forward-looking  statements  relate  to  anticipated   or
 expected events,  activities, trends  or results.   Because  forward-looking
 statements relate to matters  that have not  yet occurred, these  statements
 are  inherently  subject  to  risks   and   uncertainties.   Forward-looking
 statements in this annual report include, without limitation, the  Company's
 expectations of earnings per share, expansion strategy, store openings, loss
 provisions, future liquidity,  equity compensation expense  and cash  flows.
 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 report any updates  or
 revisions to  any such  statement to  reflect any  change in  the  Company's
 expectations or any change in events,  conditions or circumstances on  which
 any such statement is  based.  Certain factors  may cause results to  differ
 materially from those  anticipated by some  of the statements  made in  this
 annual report.  Such  factors are difficult to  predict and many are  beyond
 the control of the Company and may include changes in regional, national  or
 international  economic  conditions,  changes  in  consumer  borrowing   and
 repayment behaviors, changes  or increases  in competition,  the ability  to
 locate, open and integrate  new stores, the ability  to operate as a  credit
 services organization in  Texas, the  ability to  successfully refer  credit
 services customers to an independent lender who can provide credit to  these
 customers, new  legislative  initiatives  or  governmental  regulations,  or
 changes to existing regulations, affecting payday advance businesses, credit
 services organizations  and pawn  businesses in  both the  U.S. and  Mexico,
 unforeseen litigation, changes in  interest rates, changes  in tax rates  or
 policies, changes  in  gold prices,  changes  in foreign  currency  exchange
 rates, future business decisions, and other uncertainties.  These risks  and
 uncertainties are further  and more completely described in "Item 1a. - Risk
 Factors."

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

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


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

 General

      The Company  is  a  leading  provider  of  specialty  consumer  finance
 products.  The  Company has  over 330 locations  in eleven  U.S. states  and
 seven states in Mexico as of  March 13, 2006.   For the year ended  December
 31, 2005, the Company's  revenues were derived as  follows:  49% from  pawn-
 related merchandise sales, 20% from pawn  service fees, 29% from  short-term
 advance and credit services fees, and 2% from other sources, primarily check
 cashing fees.

      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 payday  advances or  a
 credit services product.

      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  advances,  credit  services,   check
 cashing, money orders, money transfers and prepaid card products in selected
 markets.  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,  that  offer  the credit services program
 and check cashing.

      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.; Capital  Pawnbrokers,  Inc.;
 Silver Hill Pawn, Inc.; Elegant Floors, Inc.; One Iron Ventures, 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.;
 First Cash Credit, Ltd.; First Cash  Credit Management, LLC;  FCFS MO, Inc.;
 FCFS OK, Inc.; FCFS SC, Inc.; and  FCFS MI, 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.  These  consumers   are  typically   not
 effectively  or  efficiently served by traditional  lenders such  as  banks,
 credit unions or credit-card providers.  First Cash competes directly in the
 specialty consumer finance industry with its pawn, payday advance and credit
 services products.

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

      The pawnshop  industry in  Mexico is  substantially less  developed  as
 compared to the U.S.,  with fewer than 5,000  stores in the entire  country.
 Management believes the Mexican pawnshop industry  is fragmented, as in  the
 U.S.  The Company currently operates over 130 pawnshops in Mexico and is the
 only major publicly traded U.S. company  doing business there.  The  Company
 sees significant opportunity due  to the large  potential consumer base  and
 limited competition in Mexico.

      The payday  advance industry  is also  a  less developed  industry  and
 continues to experience rapid growth in the U.S.  A leading industry analyst
 estimates that there are over 23,000 payday advance locations throughout the
 United States and expects  the number of locations  to double over the  next
 decade.  There are several privately held chains that operate from 100 up to
 approximately 1,500 stores each.  The eight largest publicly held  operators
 of payday advance stores, which include First Cash Financial Services, Inc.,
 operate a combined total  of over 6,400  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  153 new pawn stores  and 81 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, 2005, 2004 and 2003, the Company opened 35, 40 and 31 new
 pawn stores, respectively, and over the same three years, the Company opened
 15, 12 and 16 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 twelve  weeks.   The
 investment required to open a new pawn store includes store operating  cash,
 inventory, funds  available for  pawn loans,  leasehold improvements,  store
 fixtures,  security  systems,  computer   equipment  and  start-up   losses.
 Although the total investment  varies and is difficult  to predict for  each
 location, it has  been the Company's  experience that  between $200,000  and
 $360,000 is required to fund a  new pawn store for  the first six months  of
 operation.  The Company also estimates that between $200,000 and $360,000 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  expansion  of  both  pawn
 stores, primarily in  Mexico, and  payday advance stores  in the  U.S.   The
 Company continues to evaluate new markets  in both Mexico and the U.S.  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  credit services  transactions,  check
 cashing transactions and other consumer financial services transactions, and
 the control of store expenses, including the loss provision expense  related
 to short-term advances and credit services.   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  attractive   and
 distinctive  signage  similar  to  those  used  by  contemporary   specialty
 retailers.

      The Company  has  an  employee-training  program  for  both  store  and
 corporate-level personnel  that stresses  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  state  and local  regulatory  issues.
 Specific pawn store acquisition criteria include an evaluation of the volume
 of annual  pawn transactions,  outstanding receivable  balances,  historical
 redemption rates,  the  quality  and quantity  of  inventory  on  hand,  and
 location and  condition of  the facility,  including lease  terms.   Factors
 involved in evaluating the acquisition of payday advance stores include  the
 annual volume of transactions, locations and conditions of facilities, and a
 demographic evaluation of  the surrounding area  to determine the  potential
 for the Company's short-term advance and credit services products.

 Pawn Lending Activities

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

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

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

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

      The Company contracts for a pawn service charge in lieu of interest  to
 compensate it for the pawn loan.  The statutory service fees on pawns at its
 Texas stores range from 12% to 240% on an annualized basis depending on  the
 size of  the pawn,  and from  39% to  240%  on an  annualized basis  at  the
 Company's Oklahoma stores.  Pawns made  in the Maryland stores bear  service
 fees of 144% to  240% on an annualized  basis with a  $6 minimum charge  per
 month, while pawns in Virginia earn 120% to 144% annually with a $5  minimum
 charge per month.  In Washington, D.C.,  a flat $2 charge per month  applies
 to all pawns up to $40, and an 18% to 60% annualized service charge  applies
 to pawns 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, 2005, the
 Company's average  pawn per  pawn ticket  was approximately  $95.   For  the
 fiscal  years  ended  December  31,  2005,  2004  and  2003,  the  Company's
 annualized yields  on  average  pawn balances  were  158%,  156%  and  158%,
 respectively.

 Short-term Advance and Credit Services Activities

      The Company's short-term  (or payday) advance stores and selected  pawn
 stores, make short-term advances for a term of thirty-one days or less.   To
 qualify for a short-term  advance, a customer generally  must have proof  of
 steady income, a checking account with a minimum of returned items within  a
 specified period, and valid identification.  Upon completing an  application
 and subsequent approval, the customer writes a check on his or her  personal
 checking account for the  amount of the advance,  plus applicable fees.   At
 maturity, either  the customer  may 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.
 Short-term advance  transactions  are subject  to  federal  truth-in-lending
 regulations and fair  debt collection  practice regulations.   In  addition,
 state and local  regulations exist in  certain markets,  which, among  other
 things, limit the number of consecutive  short-term advances a customer  can
 obtain, limit the total transactions over a specified time period, or  limit
 the number of outstanding advances a consumer may have.

      The customer's  check  is  held through  the  term  of  the  short-term
 advance, which  ranges  from  7  to  31  days.  In  California,  Washington,
 Illinois, Oregon, South Carolina, Oklahoma and Washington, D.C., the maximum
 loan term  is 31,  45, 45,  60, 31,  45  and 31  days,  respectively.   Only
 Illinois and Oklahoma have a minimum term which is 13 days.  If the loan  is
 not repaid prior  to the  expiration of  the term,  the customer's  personal
 check is forfeited to the Company.  Fees charged for short-term advances are
 generally regulated by  state  law.  In California  and  South Carolina, the
 service fee is 15% of the check's  face value.  Short-term advances made  in
 Washington and Oregon bear service fees of 15%  on loan amounts  up  to $500
 and 10% on loan amounts exceeding $500;  the maximum loan amount being $700.
 Short-term  advances  made  in  Oklahoma bear  service fees  of 15%  on loan
 amounts up to  $300 and 10% on loan amounts exceeding $300; the maximum loan
 amount being $500.  In Washington,  D.C., the service fee is 10% plus a flat
 fee  of  $5  to  $20 on loans up to $1,000.  The service fee  in Illinois is
 limited to 15.5% on loans up to $1,000.

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

      Effective July 1, 2005, First Cash Credit, Ltd. ("FCC"), a wholly-owned
 subsidiary of  the  Company,  began offering  a  fee-based  credit  services
 organization ("CSO") program  to assist consumers  in its  Texas markets  in
 obtaining credit.  Under the CSO program, FCC assists customers in  applying
 for a  short-term  loan  from an  independent,  non-bank,  consumer  lending
 company (the  "Independent  Lender") and  issues  the Independent  Lender  a
 letter of credit to guarantee the repayment of the loan.  The loans made  by
 the Independent Lender to credit services  customers of FCC range in  amount
 from $100 to $1,000, have terms of 7 to 31 days and bear interest at a  rate
 of less than 10% on an annualized basis.  FCC charges a credit services  fee
 of $20 per $100 advanced.  If the loan is not repaid prior to the expiration
 of the term, the customer's personal check is deposited into the Independent
 Lender's bank account.  The bank returns  a  significant number of  customer
 checks deposited into  the Independent  Lender's account  because there  are
 insufficient funds in the customers' accounts.  If the loan is unpaid  after
 16 days from its due date, FCC reimburses the Independent Lender, under  the
 terms of its letter of credit, for the outstanding principal amount, accrued
 interest, applicable late fees  and returned check  fees.  FCC  subsequently
 collects  a  large  percentage  of  these  bad  debts  by  redepositing  the
 customers'  checks  or  subsequent  cash repayments  by  the customers.  The
 profitability of the Company's credit services operations is dependent  upon
 adequate collection of these returned items.

 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 certain quantities of scrap gold jewelry
 and sells  the gold  at market  commodity  prices. Total  merchandise  sales
 during the  years ended  December 31,  2005, 2004  and 2003,  accounted  for
 approximately 49%,  48%,  and  48%, respectively,  of  the  Company's  total
 revenues in each of these periods.

      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 fees.

      The  Company   does  not  provide  financing   to  purchasers  of   its
 merchandise, but  does permit  its customers  to purchase  merchandise 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.

 Locations and Operations

       The Company operates stores in eleven U.S. states and seven states  in
 Mexico.  It  seeks  to  establish clusters  of  several stores  in  specific
 geographic areas  in  order  to  achieve certain economies of scale relative
 to supervision,  purchasing  and  marketing.  Financial  information   about
 geographic areas is  provided in Results  of Operations and  Note 13 of  the
 Notes to the Consolidated  Financial Statements.  As  of  December 31, 2005,
 the Company's stores were located in the following states:

                                          Pawn   Payday Advance   Total
                                         Stores      Stores      Stores
                                         ------------------------------
         United States:
           Texas (1)...................     58          60         118
           Maryland....................     21           -          21
           California..................      -          15          15
           Illinois....................      -          10          10
           District of Columbia (2)....      2           7           9
           South Carolina (2)..........      7           -           7
           Oregon......................      -           7           7
           Washington..................      -           3           3
           Missouri....................      3           -           3
           Oklahoma (2)................      3           -           3
           Virginia....................      2           -           2
         Mexico:
           Tamaulipas..................     31           -          31
           Chihuahua...................     27           -          27
           Coahuila....................     26           -          26
           Nuevo Leon..................     26           -          26
           Baja California.............     16           -          16
           Durango.....................      3           -           3
           Sonora......................      1           -           1
                                          ----        ----        ----
             Total ....................    226         102         328
                                          ====        ====        ====

           (1) All stores in this market offer the credit services product.
           (2) Pawn stores in these markets also offer the payday/short-term
               advance product.

      In addition,  at  December 31, 2005,  the Company's  50%  owned  joint
 venture, Cash &  Go, Ltd.,  operated a total  of 40  staffed kiosks  located
 inside convenience stores in the state of Texas.  These kiosks offer  credit
 services and check cashing.

 Pawn Store Operations

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

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

      The Company attempts to attract retail shoppers seeking 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.
 Area supervisors typically report to a regional market manager, who in  turn
 reports to one of the Company's two Vice-Presidents of Operations.

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

 Payday Advance and Credit Services 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 lighted  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 rapidly recall customer check cashing histories,
 short-term advance  histories, and  other vital  information.   The  Company
 attempts to attract customers primarily  through television and yellow  page
 advertisements.

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

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

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

 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
 payday 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  banks
 and consumer finance companies, which generally lend on an unsecured as well
 as a secured  basis.   Other lenders may  and do  lend money  on terms  more
 favorable than those offered by the Company.  Many of these competitors have
 greater financial resources than the Company.

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

 Governmental Regulation

 General

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

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

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

 U.S. State and Local Regulations

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

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

      The Company currently provides payday/short-term advances in seven U.S.
 states that have licensing and/or fee  and operating regulations related  to
 its payday  (or  short-term)  advance and  check-cashing  operations,  which
 includes 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
 payday advance provider.  The Company's  fee structures are at or below  the
 applicable rate ceilings adopted  by each of these  states.  Regulations  in
 certain states limit the maximum number of consecutive payday advances  that
 may be provided to a customer and/or limit the total advances a customer may
 have outstanding at any point  in time.  As  an example of such  restrictive
 regulation, states such as Illinois and Michigan have recently enacted  cash
 advance laws that require payday advance lenders to report their  customers'
 cash advance activities to  a state-wide database.   Payday advance  lenders
 operating in conjunction with a state-wide database are generally restricted
 from making cash advance loans to customers who may have a certain amount of
 cash advances outstanding with other  lenders.  These database  restrictions
 can have the effect of preventing customers from obtaining the cash advances
 they need  and  want.  The  Company currently operates  ten  payday  advance
 locations in the state of Illinois and expects that these restrictions  will
 negatively impact the revenues and  profitability of these locations  during
 2006.   However,  at this  time the Company  cannot reasonably quantify  the
 potential impact on its  projected revenues and  operating profits in  2006.
 It is  possible that  legislators and  regulators could  pursue database  or
 other restrictive  legislation  in  other  states,  despite  the  increasing
 consumer  demand  for  cash   advance  products.   Additional    restrictive
 legislative and regulatory  activity surrounding cash  advance products,  if
 passed, could also adversely affect the Company's cash advance business.  In
 addition,  in  some   jurisdictions,  check  cashing   companies  or   money
 transmission  agents  are  required  to  meet  minimum  bonding  or  capital
 requirements and are subject to record-keeping requirements.

      The  laws  in  the  state  of  Texas  permit  licensed  payday  lending
 operations; however, restrictions on the maximum fees that can be charged do
 not  permit  the  Company  to  operate   profitably  as  a  payday   lender.
 Accordingly, in the state of Texas,  the Company provides  a credit services
 program to customers seeking short-term advances as described below.

      In July 2005, First Cash Credit, Ltd., a wholly-owned subsidiary of the
 Company, became a registered  credit services organization  in the state  of
 Texas as provided under Section 393 of the Texas Finance Code.  As a  credit
 services organization, First Cash Credit, Ltd. assists customers, for a fee,
 in  obtaining  a  short-term loan  from  an  independent  lender.  A  credit
 services organization must provide the consumer with a disclosure  statement
 and a credit services agreement that describe in detail, among other things,
 the services the credit services organization will provide to the  consumer,
 the fees the consumer  will be charged by  the credit services  organization
 for these services, the details of  the surety bond and the availability  of
 the surety bond if  the consumer believes  the credit services  organization
 has violated the law, the  consumer's right to review  his or her file,  the
 procedures a consumer may follow to dispute information contained in his  or
 her file, and  the availability  of non-profit  credit counseling  services.
 The credit services  organization must  also give  a consumer  the right  to
 cancel the credit services agreement without penalty within three days after
 the agreement is signed.   In addition, under  the provisions of the  credit
 services statute, each  First Cash Credit,  Ltd.'s credit services  location
 must be registered as a credit services organization and pay a  registration
 fee.

 U.S. Federal Regulations

      There is currently no direct federal  regulation of either the pawn  or
 short-term/payday advance industries.  The federal government does, however,
 regulate the ability of state and nationally chartered banks to  participate
 in the short-term/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.  In 2003 and 2005,  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  stringent  guidelines  under  which   such
 arrangements are  permitted.   Subsequently,  in  February  2006,  the  FDIC
 indicated through direct communications with certain of these banks, that it
 will no  longer  permit  state-chartered  banks  to  establish  or  maintain
 relationships with  loan  servicers in  order  to make  out-of-state  payday
 advance loans.

      The Company previously had a payday advance loan servicing relationship
 with County  Bank  of Rehoboth  Beach,  Delaware, a  state  chartered  bank,
 through which the Company offered payday advances to customers in its  Texas
 locations.   Effective  September  30,  2005,  the  Company  terminated  its
 relationship with County Bank and as  of December 31, 2005 had no  customers
 with active  payday advances  through  County Bank  or  any other  state  or
 nationally chartered bank.   The Company does not believe that under current
 federal banking regulations that it will  be able to establish future  loan-
 servicing relationships with state or nationally chartered banks.

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

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

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

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

      Under the  USA PATRIOT Act passed  by Congress in  2001 and revised  in
 2006,  the  Company  is  required  to  maintain  an  anti-money   laundering
 compliance  program.  The  program  must  include  (1)  the  development  of
 internal policies,  procedures  and  controls;  (2)  the  designation  of  a
 compliance officer; (3)  an ongoing  employee-training program;  and (4)  an
 independent   audit  function  to  test  the  program.   The  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 pawn brokering 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.

 Mexico Regulations

      The pawnshop industry in Mexico is currently subject to various general
 business regulations  in  the areas  of  tax compliance,  customs,  consumer
 protections and employment matters, among others, by various federal,  state
 and local governmental agencies in Mexico.  In addition, there are currently
 two states  in  which  the  Company operates  that  have  certain  laws  and
 regulations specific to  the pawn industry.  In  general, these  regulations
 provide for the registration of pawnshops operating in the state and  impose
 certain consumer protection standards upon pawnshop operators.   Legislation
 to specifically regulate  the pawn  industry at  a federal  level and/or  in
 other states has  been, and  continues to be,  proposed from  time to  time.
 There is  currently  proposed  federal legislation  in  Mexico  which  would
 provide for  administrative  regulation  of the  pawnshop  industry  through
 PROFECO, the federal consumer protection agency.  The  Company monitors  the
 status of any such proposed legislation  on a regular basis.  If  regulatory
 actions that had  negative effects on  the pawn industry,  such as limits on
 pawn service charges, were taken at a federal level in Mexico, or in Mexican
 states or  municipalities where  the Company  has  a significant  number  of
 stores, those  actions  could  have  a  materially  adverse  effect  on  the
 Company's lending  and retail  activities and  revenues.  There  can  be  no
 assurance that additional federal, state or local statutes or regulations in
 Mexico will not be enacted, or  that existing laws and regulations will  not
 be amended, which could  have a materially adverse  impact on the  Company's
 operations and financial condition.

 Employees

      The Company had  approximately 2,158 employees  as  of  March 13, 2006,
 including approximately 156  persons employed  in executive,  administrative
 and accounting functions.  In addition,  Cash & Go, Ltd., had  approximately
 84 employees  as  of March 13, 2006.  None  of the  Company's employees  are
 covered  by  collective bargaining  agreements.  The Company  considers  its
 employee relations to be satisfactory.

 First Cash Website

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

 Insurance

      The Company  maintains  fire,  casualty,  theft  and  public  liability
 insurance for  each of  its  pawn stores  and  payday 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 1a.  Risk Factors
 ----------------------

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

      A decreased demand for the  Company's products and specialty  financial
 services and  failure  of  the  Company to  adapt  to  such  decrease  could
 adversely affect results.   Although the  Company's  products  and  services
 are a staple of its  customer base, the demand  for a particular product  or
 service may decrease due to a  variety of factors, such as the  availability
 of competing  products,  changes  in  customers'  financial  conditions,  or
 regulatory restrictions that reduce customer access to particular  products.
 Should the Company fail to adapt  to a significant change in its  customers'
 demand for,  or  access  to, its  products,  the  Company's  revenues  could
 decrease significantly. Even if the Company does make adaptations, customers
 may  resist  or  may  reject  products  whose  adaptations  make  them  less
 attractive or less available. In any event, the effect of any product change
 on the results  of the  Company's business  may not  be fully  ascertainable
 until the  change has  been in  effect  for some  time. In  particular,  the
 Company has changed,  and will continue  to change, some  of the  short-term
 advance products and services it offers due to the revised guidelines issued
 by the FDIC effective  July 1, 2005 and  supplemented in February 2006.  The
 long-term impact these changes  will have on the  Company's business is  not
 yet certain.

      Short-term consumer loan services have come under increased  regulation
 and scrutiny.  If changes in regulations affecting the Company's  short-term
 advance and  credit services  businesses create  increased restrictions,  or
 have the effect of prohibiting loans  in the countries and states where  the
 Company offers  short-term consumer loans, such regulations could materially
 reduce the Company's pawn, short-term advance and credit services businesses
 and limit its  expansion  into  new markets.   The  Company's  products  and
 services are subject to extensive  regulation and supervision under  various
 federal,  state  and  local  laws,  ordinances  and  regulations in both the
 United States  and  Mexico.  The Company faces the  risk  that  restrictions
 or  limitations on loan amounts, loan yields and customer acceptance of loan
 products resulting from the enactment, change, or interpretation of laws and
 regulations in the United States or Mexico could have  a negative  effect on
 the  Company's  business  activities.  In  particular,  short-term  consumer
 loans  have  come  under  increased  scrutiny  and  increasingly restrictive
 regulation in recent  years.  Some regulatory activity may limit the  number
 of short-term  loans that customers may receive or have outstanding, such as
 the limits prescribed by the FDIC in March 2005 and supplemented in February
 2006  and  regulations adopted  by some states  requiring that all borrowers
 of  certain  short-term  loan products be  listed  on  a  database, limiting
 the yield on short term-loans  and limiting the number  of such  loans  they
 may  have  outstanding.  Certain  consumer advocacy groups  and  federal and
 state legislators have  also asserted that  laws and  regulations should  be
 tightened so as to severely limit, if not eliminate, the availability of the
 short-term advance and  credit services products  to consumers, despite  the
 significant demand for it.  In Mexico, similar restrictions and  regulations
 affecting  the  pawn  industry,  including  limits on loan yields, have been
 proposed  from  time to time.   Adoption  of  such federal,  state or  local
 regulation  or legislation  in the United States and Mexico  could restrict,
 or  even eliminate,  the availability of specialty consumer finance products
 at some or all of the  Company's locations. See the discussion of Regulation
 in "Item 1 - Business" for  more information about regulations affecting the
 Company.

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

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

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

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

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

      Adverse real estate market  fluctuations  could  affect  the  Company's
 profits.  The Company leases most  of its  locations.  A  significant   rise
 in real estate prices could  result in an increase  in store lease costs  as
 the Company opens new locations and renews leases for existing locations.

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

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

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

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


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

      As  of  December 31, 2005,  the Company  had  no unresolved  SEC  staff
 comments.


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

      The Company owns the  real estate and buildings  for three of its  pawn
 stores and leases 355 pawn and  payday 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 2006 and 2017.
 All current  store leases  provide for  specified periodic  rental  payments
 ranging from approximately $700 to $9,900 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
 purposes.  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 corporate offices.  The lease, which expires  April
 30, 2010, currently  provides for monthly  rental payments of  approximately
 $25,000.  The  Company  also  leases  approximately  7,500  square  feet  in
 Monterrey, Mexico for its Mexico administrative  offices.  The lease,  which
 expires July 30,  2009, currently provides  for monthly  rental payments  of
 approximately $3,500.  The  Company'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 2006 and
 2009.  All current Cash & 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 2005.


                                   PART II
                                   -------

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

      In January 2006, the Company's Board  of Directors approved  a two-for-
 one stock split in the form of a stock dividend to shareholders of record on
 February 6, 2006.  The additional shares  were  distributed on  February 20,
 2006 and stock  began trading at  the split-adjusted  price  on February 22,
 2006.  All share  and  per  share amounts (except authorized shares and  par
 value) have been retroactively adjusted to reflect the split.

      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:

                                First   Second    Third   Fourth
                               Quarter  Quarter  Quarter  Quarter
                               -------  -------  -------  -------
       2005
         High ...............  $13.32   $11.36   $13.16   $14.89
         Low ................   10.08     8.45    10.53    12.01

       2004
         High ...............  $12.15   $12.36   $10.71   $13.68
         Low ................    8.47     9.80     8.43    10.17

      On March 13, 2006, the  closing sales price  for the  common stock  as
 reported by the Nasdaq National Market was  $18.61 per share.  On  March 13,
 2006, there  were approximately  63 stockholders  of  record of  the  common
 stock.

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

      During the period from January 1, 2005, through December 31, 2005,  the
 Company issued 157,000 shares  of common stock relating  to the exercise  of
 outstanding stock  options for  an aggregate  exercise price  of  $1,327,000
 (including income tax  benefit).  During  the period from  January 1,  2005,
 through December 31, 2005, the Company issued 520,000 shares of common stock
 relating to  the exercise  of outstanding  stock warrants  for an  aggregate
 price of $3,356,000 (including  income tax effect).   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 an  open-
 ended stock repurchase  plan, with no  dollar limitation,  to permit  future
 repurchases of up to  3,200,000 shares of  the Company's outstanding  common
 stock.  During  2004, the Company  repurchased a total  of  1,245,000 common
 shares under  the  stock  repurchase  plan  for an  aggregate purchase price
 of  $12,116,000  or  $9.73  per  share.  The following  table  provides  the
 information with respect to purchases made  by the Company of shares  of its
 common stock during each month of 2005 that the program was in effect:


                                                 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
                         ---------  ---------  --------------  --------------
 January 1 through
   January 31, 2005             -         -             -        1,954,570
 February 1 through
   February 28, 2005            -         -             -        1,954,570
 March 1 through
   March 31, 2005               -         -             -        1,954,570
 April 1 through
   April 30, 2005       1,152,958     $9.89     1,152,958          801,612
 May 1 through
   May 31, 2005                 -         -             -          801,612
 June 1 through
   June 30, 2005                -         -             -          801,612
 July 1 through
   July 31, 2005                -         -             -          801,612
 August 1 through
   August 31, 2005              -         -             -          801,612
 September 1 through
   September 30, 2005           -         -             -          801,612
 October 1 through
   October 31, 2005             -         -             -          801,612
 November 1 through
   November 30, 2005            -         -             -          801,612
 December 1 through
   December 31, 2005            -         -             -          801,612
                        ---------               ---------
 Total                  1,152,958     $9.89     1,152,958
                        =========               =========


 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,
                                   ----------------------------------------------------
                                     2005       2004       2003       2002       2001
                     (in thousands, except per share amounts and certain operating data)
 <S>                              <C>        <C>        <C>        <C>        <C>
 Income Statement Data:
   Total revenues                 $ 207,775  $ 179,813  $ 145,468  $ 118,793  $ 110,427
   Cost of revenues                  75,768     63,867     51,222     41,817     43,498
   Gross profit                     132,007    115,946     94,246     76,976     66,929
   Total expenses and
     other income                    92,329     83,079     69,517     59,585     54,410
   Income from continuing
     operations before
     income taxes                    39,678     32,867     24,729     17,391     12,519
   Provision for income taxes        14,295     12,161      9,397      6,451      4,507
   Income from continuing
     operations                      25,383     20,706     15,332     10,940      8,012
   Discontinued operations:
   Income (loss) from
     discontinued operations,
     net of taxes                         -          -          -          -         33
   Loss on sale of subsidiary,
     net of taxes                         -          -          -          -       (175)
   Cumulative effect of change
     in accounting principle,
     net of taxes                         -          -       (357)         -          -
   Net income                        25,383     20,706     14,975     10,940      7,870

 Net Income per share:
   Basic:
     Income from continuing
       operations                 $    0.81  $    0.66  $    0.55  $    0.42  $    0.31
                                   ========   ========   ========   ========   ========
     Net income                   $    0.81  $    0.66  $    0.54  $    0.42  $    0.30
                                   ========   ========   ========   ========   ========
   Diluted:
     Income from continuing
       operations                 $    0.76  $    0.61  $    0.49  $    0.38  $    0.29
                                   ========   ========   ========   ========   ========
     Net income                   $    0.76  $    0.61  $    0.48  $    0.38  $    0.29
                                   ========   ========   ========   ========   ========
 Unaudited pro forma amounts
   assuming retroactive
   application of change in
   accounting principle:
    Revenues from continuing
      operations                  $ 207,775  $ 179,813  $ 152,162  $ 125,886  $ 117,260
    Income from continuing
      operations                     25,383     20,706     15,362     10,790      7,951
    Basic earnings per share
      from continuing operations       0.81       0.66       0.55       0.42       0.31
    Diluted earnings per share
      from continuing operations       0.76       0.61       0.49       0.38       0.29

 Balance Sheet Data:
   Working capital                $  93,506  $  81,389  $  60,840  $  47,187  $   8,540
   Total assets                     185,954    162,343    140,064    130,999    122,806
   Long-term liabilities              8,616      8,755     11,955     33,525      5,277
   Total liabilities                 23,246     18,297     22,841     44,479     48,703
   Stockholders' equity             162,708    144,046    117,223     86,520     74,103

 End of Year Location Counts:
   Pawn-only stores                     157        127         89         57         35
   Pawn stores offering
     payday advances (1)                 69         70         71         74         77
   Payday advance stores (1)            102         87         75         59         46
                                   --------   --------   --------   --------   --------
     End of the year                    328        284        235        190        158
                                   ========   ========   ========   ========   ========

 (1) Includes locations where advances are provided through the CSO program.
</TABLE>
<PAGE>


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

 General

      The Company's pawn  store revenues are  derived primarily from  service
 fees on pawns, service fees from  short-term advances, also known as  payday
 loans,  credit  services  fees  and  the   sale  of  unredeemed  goods,   or
 "merchandise sales."  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 payday advance store revenues are derived primarily  from
 fees on short-term/payday advances, credit services fees, check cashing fees
 and fees from  the sale of  money orders, money  transfers and prepaid  card
 products.  The Company recognizes service fee income on short-term  advances
 on a constant-yield basis over the  life of the advance, which is  generally
 thirty-one 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.

      Effective  July 1, 2005,  First  Cash  Credit,  Ltd.,   a  wholly-owned
 subsidiary  of  the  Company, began offering  a  fee-based  credit  services
 organization program to assist consumers in its  Texas markets  in obtaining
 credit.  Under  the  CSO  program,  FCC  assists customers  in  applying for
 a  short-term loan from  an independent, non-bank,  consumer lending company
 and  issues  the  Independent  Lender  a letter of  credit to  guarantee the
 repayment  of the loan.  The Company recognizes credit services fees,  which
 are collected from the customer  at the inception, ratably  over the life of
 the loan made by the Independent Lender.  The loans made by  the Independent
 Lender  to  credit  services  customers  of  FCC  have  terms  of  seven  to
 thirty-one  days.   The  Company  records  a  liability  for  collected, but
 unearned, credit services fees received from its customers.

                                                   Year Ended December 31,
                                                -----------------------------
                                                  2005       2004       2003
                                                -------    -------    -------
   Total receivable balances at end
     of period, in thousands:
     Pawn receivables                          $ 27,314   $ 23,429   $ 20,037
     Short-term advance receivables               6,488     15,465     13,759
     CSO loans held by independent
       third-party lender (1)                    10,724          -          -

   Short-term advance receivables balance
     and CSO loans at end of period,
     in thousands (1):
     Pawn stores                               $  3,313   $  2,974   $  3,414
     Payday advance stores
       (excluding Cash & Go, Ltd.)               12,031     10,967      8,609
     Cash & Go, Ltd. joint venture kiosks         1,868      1,524      1,736

   Average inventory per pawn store            $     97   $     90   $     97
   Annualized inventory turnover                    3.2x       3.1x       2.8x

   Annualized yield (2):
     Pawn receivables                               158%       156%       158%
     Short-term advance receivables,
       net of loss provision                        324%       326%       319%

   Net loss provision on short-term advance
     receivables and CSO loans as a percentage
     of service fees (1)                             23%        21%        23%

   Locations in operation (excluding
     joint venture kiosks):
     Beginning of the year                          284        235        190
     Opened                                          50         52         47
     Consolidated/Closed                             (6)        (3)        (2)
     End of the year                                328        284        235

   Number of locations at end of period:
     Pawn-only stores                               157        127         89
     Pawn stores also offering payday
       advances (3)                                  69         70         71
     Payday advance stores (3)                      102         87         75
     Cash & Go, Ltd. joint venture
       kiosks (3)                                    40         40         40

   Average receivables and CSO loan
     balances per location at end of
     period, in thousands:
     Pawn receivables in pawn stores           $    121   $    119   $    125
     Short-term advances in pawn stores (1)          48         43         47
     Short-term advances in payday advance
       stores (excluding Cash & Go, Ltd.) (1)       118        126        115
     Short-term advances in Cash & Go, Ltd.
       joint venture kiosks (1)                      47         38         43

   Average outstanding loan transactions:
     Pawn receivables                          $     95   $     85   $     85
     Short-term advance receivables                 364        391        381
     CSO loans held by independent
       third-party lender (1)                       454          -          -


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

   (2) The annualized  yield on pawn  receivables is  calculated by  dividing
       total pawn  service fees  by the  average  quarterly  pawn  receivable
       balance for the year. The annualized yield, net of loss provision, for
       short-term advances is calculated by dividing total short-term advance
       service fees, net of  the short-term  advance loss  provision, by  the
       average quarterly short-term advance receivable balance for the  year.
       The annualized yield  calculation  for short-term  advances  does  not
       include credit  services  fees  or the  related  credit  services loss
       provision.

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

      Stores included in the same-store revenue calculations are those stores
 that were opened prior to the beginning of the prior year comparative fiscal
 period and are  still open.  Also included are  stores  that were  relocated
 during the year within a specified  distance serving the same market,  where
 there is not a  significant change in store  size and where  there is not  a
 significant overlap or gap  in timing between the  opening of the new  store
 and the closing  of the existing  store.  During  the 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  included  in same-store  calculations  for  2005  as  the
 revenues from  the kiosks  were included  in the  consolidated revenues  for
 fiscal 2004.

      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,   professional
 services fees and stockholder-related expenses.

                                                   Year Ended December 31,
                                                -----------------------------
                                                  2005       2004       2003
                                                -------    -------    -------
 Income statement items as a percent
 of total revenues:
   Revenues:
     Merchandise sales                             49.2%      48.2%      48.0%
     Pawn service fees                             19.6       19.3       19.8
     Short-term advance and credit services fees   29.3       30.1       29.5
     Check cashing fees                             1.4        1.7        1.9
     Other                                          0.5        0.7        0.8

   Cost of Revenues:
     Cost of goods sold                            29.7%      29.0%      28.3%
     Short-term advance and credit services
       loss provision                               6.6        6.4        6.8
     Check cashing returned items expense           0.1        0.1        0.2

   Expenses:
     Store operating expenses                      32.5%      34.0%      35.6%
     Administrative expenses                        9.3        9.9       10.2
     Depreciation                                   2.8        2.3        2.1
     Interest expense                                 -          -        0.3
     Interest income                               (0.2)         -       (0.4)

   Merchandise sales gross profit                  39.6%      40.0%      41.1%

   Short-term advance and credit services loss
     provision as a percentage of short-term
     advance and credit services fees               22.7%     21.4%      23.0%

 Critical Accounting Policies

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

      Principles of consolidation  -  The accompanying consolidated financial
 statements  of  the  Company  include  the  accounts  of  its   wholly-owned
 subsidiaries.  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. The typical pawn loan has a term of thirty days.  If the pawn is
 not repaid, the principal  amount pawned becomes the  carrying value of  the
 forfeited collateral  (inventory), which  is held  for  sale.   The  Company
 accrues short-term advance service fees on  a constant-yield basis over  the
 term of the short-term advance.   Short-term advances have terms that  range
 from seven to thirty-one days.  The Company recognizes credit services fees,
 which  are  collected  from  the  customer  at  the  inception of the credit
 services  agreement,  ratably  over  the  life  of  the  loan  made  by  the
 Independent  Lender.  The  loans  made  by  the Independent Lender to credit
 services  customers of FCC have terms  of  seven  to  thirty-one days.   The
 Company  records  a liability  for collected,  but unearned, credit services
 fees received from its customers.

      Short-term advance and credit services loss provision - An allowance is
 provided  for  losses  on  active  short-term  advances  and  service   fees
 receivable based  upon  expected  default rates,  net  of  estimated  future
 recoveries of  previously defaulted  short-term  advances and  service  fees
 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 fees 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.  Under  the
 CSO program,  letters of  credit issued  by FCC  to the  Independent  Lender
 constitute a guarantee for  which the Company is  required to recognize,  at
 the inception  of the  guarantee, a  liability  for the  fair value  of  the
 obligation undertaken by  issuing the letters  of credit.   The  Independent
 Lender may present the letter of credit  to FCC for payment if the  customer
 fails to repay the full  amount of the loan  and accrued interest after  the
 due date of the loan.  Each letter of credit expires within 60 days from the
 inception  of  the  associated  lending  transaction.   FCC's  maximum  loss
 exposure under all of the outstanding letters of credit issued on behalf  of
 its customers  to  the  Independent  Lender as  of  December  31,  2005  was
 $11,969,000.  According to the letter of credit, if the borrower defaults on
 the loan, the Company will pay the Independent Lender the principal, accrued
 interest, insufficient funds fee,  and late fees, all  of which the  Company
 records in the short-term advance and  credit services loss provision.   FCC
 is entitled to seek recovery directly from its customers for amounts it pays
 the Independent  Lender in  performing under  the  letters  of  credit.  The
 Company records the estimated fair value of the liability under the  letters
 of credit in accrued liabilities.  This fair value estimate is based in part
 upon the  Company's  historical credit  losses  for the  short-term  advance
 product, which the Company considers to be a similar credit risk.

      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  -  Property,  plant and  equipment  and  non-current
 assets  are  reviewed   for  impairment  whenever   events  or  changes   in
 circumstances indicate  that the  net book  value of  the asset  may not  be
 recoverable.  An impairment  loss is recognized if  the sum of the  expected
 future cash flows  (undiscounted and before  interest) from the  use of  the
 asset is less than the net book value  of the asset.  Generally, the  amount
 of the impairment loss  is measured as the  difference between the net  book
 value of  the asset  and the  estimated  fair value  of the  related  asset.
 Management does  not believe  any  of these  assets  have been  impaired  at
 December 31, 2005.  Goodwill is reviewed annually for impairment based  upon
 its fair value, or more frequently if certain indicators arise.   Management
 has determined that goodwill has not been impaired at December 31, 2005.

      Stock-based compensation - In December 2004, the FASB issued  Statement
 No. 123(R),  Share Based  Payments ("FAS  123(R)").  This  statement,  which
 becomes effective  for the  Company beginning  January 2006,  requires  that
 companies recognize compensation expense  equal to the  fair value of  stock
 options or other share-based payments.  In January 2005, the Company  issued
 options to purchase 4,152,000  shares of common  stock to certain  employees
 and directors under  its existing stock  option plans.   These options  were
 issued in seven equal layers to each recipient with exercise prices  for the
 layers set at $12.50, $15.00, $17.50, $20.00, $22.50, $25.00 and $27.50.  In
 December 2005, the Company  issued options to  purchase 1,706,000 shares  of
 common stock to  certain employees and  directors under  its existing  stock
 option plans.   These  options were  issued in  three equal  layers to  each
 recipient  with  exercise  prices  for  the layers set at $15.00, $17.00 and
 $19.00.  All of the options granted in 2005 were fully-vested as of the date
 of grant, and accordingly, the Company will record share-based  compensation
 expense related  to  these options when FAS 123(R) is adopted.  The  Company
 designed the terms and conditions of this option grant in a manner so as  to
 provide meaningful long-term performance-based incentives for the management
 team and to reduce future share-based compensation expense under FAS 123(R).
 In June 2005,  1,716,000 of the  options issued in  January 2005, and  still
 outstanding, were canceled.  These options had exercise prices ranging  from
 $22.50 to $27.50.  The Company  anticipates that it will record  share-based
 compensation  expense  in  2006  of  approximately  $690,000  related to the
 vesting  of other previously  issued options.  Approximately $625,000 of the
 estimated 2006 equity compensation  expense will be recorded  in the quarter
 ended March 31, 2006, which  relates primarily  to options with  accelerated
 vesting  features  that  are expected to be triggered due to an increase  in
 the  Company's  stock  price.  The remaining $65,000 of expected 2006 equity
 compensation  expense will  be recorded  ratably  in  the second, third, and
 fourth quarters of 2006.

 Results of Operations

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

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

                                           Fiscal Year Ended December 31,
                                           ------------------------------
                                        2005       2004     Increase/Decrease
                                      --------    --------  -----------------
  Domestic revenues:
    Merchandise sales                $  57,174   $  55,307    $  1,867    3%
    Scrap jewelry sales                  7,230       7,787        (557)  (7%)
    Pawn service fees                   25,429      23,887       1,542    6%
    Short-term advance and
      credit services fees              60,881      54,123       6,758   12%
    Check cashing fees                   2,900       3,030        (130)  (4%)
    Other                                1,035       1,252        (217) (17%)
                                      --------    --------     -------
                                     $ 154,649   $ 145,386    $  9,263    6%
                                      ========    ========     =======
  Foreign revenues:
    Merchandise sales                   24,165      14,774       9,391   64%
    Scrap jewelry sales                 13,570       8,877       4,693   53%
    Pawn service fees                   15,391      10,776       4,615   43%
                                      --------    --------     -------
                                     $  53,126   $  34,427    $ 18,699   54%
                                      ========    ========     =======
  Total revenues:
    Merchandise sales                   81,339      70,081      11,258   16%
    Scrap jewelry sales                 20,800      16,664       4,136   25%
    Pawn service fees                   40,820      34,663       6,157   18%
    Short-term advance and
      credit services fees              60,881      54,123       6,758   12%
    Check cashing fees                   2,900       3,030        (130)  (4%)
    Other                                1,035       1,252        (217) (17%)
                                      --------    --------     -------
                                     $ 207,775   $ 179,813    $ 27,962   16%
                                      ========    ========     =======

      The Company  introduced  its  credit  services  program  in  its  Texas
 locations in  July  2005.   Credit  services  fees, which  are  included  in
 reported short-term advance  and credit services  fees, totaled  $18,657,000
 for Fiscal 2005.  Same-store revenues (stores that were in operation  during
 all of  the year of  both  Fiscal  2004 and  Fiscal  2005) increased  6%  or
 $10,885,000 for Fiscal 2005  as compared to Fiscal 2004.  Revenues generated
 by the 102 new pawn and payday advance stores that have opened since January
 1, 2004 increased by $18,175,000, compared to Fiscal 2004.

      The following table (amounts shown in  thousands) details the pawn  and
 short-term advance receivable balances as of December 31, 2005, as  compared
 to December 31, 2004:

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

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

      Of the $3,885,000  total increase in  pawn receivables, $2,639,000  was
 attributable to  the growth  at the  stores  that were  in operation  as  of
 December 31, 2005 and  2004, and $1,246,000 was  attributable to the 35  new
 pawn  stores  opened  since  December 31, 2004, all of which were located in
 Mexico.  The decrease in short-term advance receivables was due primarily to
 the introduction  of the  credit services  program  in  the  Company's Texas
 locations, and  the  resulting  discontinuation of  the  short-term  advance
 product in Texas during the second half of Fiscal 2005.  As a result, short-
 term advance receivables  in the  Company's Texas  locations, including  the
 Cash & Go, Ltd., joint venture kiosks, decreased from $8,826,000 at December
 31, 2004,  to zero  at December  31, 2005.   As  of December  31, 2005,  the
 Company's credit services  customers had current  loans outstanding with the
 Independent  Lender  in  the  amount  of  $10,724,000.   Short-term  advance
 receivables in the Company's  non-Texas locations decreased from  $6,638,000
 at December 31, 2004, to  $6,488,000 at December 31,  2005.   The  Company's
 loss reserve on  short-term advance receivables  decreased from $552,000  at
 December 31, 2004,  to $242,000  at December  31, 2005  as a  result of  the
 decrease in  outstanding  short-term advance  receivables.   Under  the  CSO
 program,  letters  of  credit  issued  by  FCC  to  the  Independent  Lender
 constitute a guarantee for  which the Company is  required to recognize,  at
 the inception  of the  guarantee, a  liability  for the  fair value  of  the
 obligation undertaken by issuing the letters of credit.  The estimated  loss
 reserve under  the letters  of credit,  net of  anticipated recoveries  from
 customers, is $456,000, which  is included as a  component of the  Company's
 accrued expenses on its consolidated balance sheets.

      Gross profit margins on total merchandise sales were 40% during  Fiscal
 2005 and  Fiscal 2004.   Retail  merchandise  margins, which  exclude  scrap
 jewelry sales, were 44% during Fiscal 2005 and Fiscal 2004.  Profit  margins
 on scrap jewelry sales  were 22% during  Fiscal 2005 and  Fiscal 2004.   The
 Company's payday advance and credit  services loss provision increased  from
 21% of short-term  advance and credit  services fee  revenues during  Fiscal
 2004 to 23%  during Fiscal 2005.  During the  Second Quarter  of  2005,  the
 Company initiated  a program  to sell  selected payday  advance  receivables
 which have been previously written-off.  The Company realized  approximately
 $1,569,000 from sales of  receivables written-off in  2004 and prior  during
 Fiscal 2005.  This amount  was recorded  as  a reduction  to the  short-term
 advance and credit  services loss provision.  It  is  anticipated that  such
 sales of selected charged-off receivables, along with the implementation  of
 other collection improvement initiatives, will continue into future  periods
 for the  purpose of  ongoing  reduction of  the  payday advance  and  credit
 services loss provision.

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

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

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

      The following table (amounts shown in thousands) details the components
 of revenues for the fiscal year ended December 31, 2004 ("Fiscal 2004"),  as
 compared to the fiscal year ended December 31, 2003 ("Fiscal 2003"):

                                           Fiscal Year Ended December 31,
                                           ------------------------------
                                        2004       2003     Increase/Decrease
                                      --------    --------  -----------------
  Domestic revenues:
    Merchandise sales                $  55,307   $  52,477    $  2,830    5%
    Scrap jewelry sales                  7,787       5,834       1,953   33%
    Pawn service fees                   23,887      21,542       2,345   11%
    Short-term advance fees (1)         54,123      42,939      11,184   26%
    Check cashing fees (1)               3,030       2,749         281   10%
    Other (1)                            1,252       1,168          84    7%
                                      --------    --------     -------
                                     $ 145,386   $ 126,709    $ 18,677   15%
                                      ========    ========     =======
  Foreign revenues:
    Merchandise sales                   14,774       7,390       7,384  100%
    Scrap jewelry sales                  8,877       4,107       4,770  116%
    Pawn service fees                   10,776       7,262       3,514   48%
                                      --------    --------     -------
                                     $  34,427   $  18,759    $ 15,668   84%
                                      ========    ========     =======
  Total revenues:
    Merchandise sales                   70,081      59,867      10,214   17%
    Scrap jewelry sales                 16,664       9,941       6,723   68%
    Pawn service fees                   34,663      28,804       5,859   20%
    Short-term advance fees (1)         54,123      42,939      11,184   26%
    Check cashing fees (1)               3,030       2,749         281   10%
    Other (1)                            1,252       1,168          84    7%
                                      --------    --------     -------
                                     $ 179,813   $ 145,468    $ 34,345   24%
                                      ========    ========     =======

 (1)  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  consolidated operating results  for
 Fiscal  2004  include  the  operating  results  of  Cash  &  Go, Ltd.; which
 include  short-term  advance fees,  check cashing fees and other revenues of
 $5,059,000, $545,000 and $75,000, respectively.

      Same-store revenues (stores that  were in operation  during all of  the
 year of both Fiscal 2003  and  Fiscal 2004) increased 10% or $14,056,000 for
 Fiscal  2004  as  compared  to  Fiscal 2003.   Revenues generated by the  99
 new pawn and payday  advance stores that have  opened since  January 1, 2003
 increased by $15,934,000, compared to Fiscal 2003.  An increase in  revenues
 of $5,679,000 was related  to the consolidation  of the 40  Cash & Go,  Ltd.
 kiosks.

      The following table (amounts shown in  thousands) details the pawn  and
 short-term advance receivable balances as of December 31, 2004, as  compared
 to December 31, 2003:

                                              Balance at December 31,
                                              -----------------------
                                        2004       2003     Increase/Decrease
                                      --------    --------  -----------------

 Domestic receivables:
   Pawn receivables                  $  16,707   $  15,695    $  1,012    6%
   Short-term advance receivables       15,465      13,759       1,706   12%
                                      --------    --------     -------
                                     $  32,172   $  29,454    $  2,718    9%
                                      ========    ========     =======
 Foreign receivables:
   Pawn receivables                  $   6,722   $   4,342    $  2,380    55%
                                      ========    ========     =======
 Total receivables:
   Pawn receivables                     23,429      20,037       3,392   17%
   Short-term advance receivables       15,465      13,759       1,706   12%
                                      --------    --------     -------
                                     $  38,894   $  33,796    $  5,098   15%
                                      ========    ========     =======

      Of the $3,392,000  total increase in  pawn receivables, $2,082,000  was
 attributable to  the growth  at the  stores  that were  in operation  as  of
 December 31, 2004 and  2003, and $1,310,000 was  attributable to the 40  new
 pawn  stores  opened  since  December 31, 2003, all of which were located in
 Mexico.  Of the $1,706,000 total increase in short-term advance receivables,
 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  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.  Scrap jewelry sales increased 68%
 to $16,664,000  for Fiscal  2004 compared  to  $9,941,000 for  Fiscal  2003.
 Profit margins on scrap jewelry sales  were 22% during Fiscal 2004  compared
 to 18% during Fiscal 2003.  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 and credit services  fee
 revenue, 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.

      Store 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,
 professional services  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.

 Liquidity and Capital Resources

      As of December 31, 2005,  the  Company's primary  sources of  liquidity
 were $42,741,000 in cash and  cash equivalents, $37,978,000 in  receivables,
 $21,987,000 in inventories  and  $25,000,000  of available and unused  funds
 under the Company's  line of  credit.  The  Company had  working capital  of
 $93,506,000  as  of  December 31, 2005,  and  total  equity  exceeded  total
 liabilities by  a ratio  of  7  to 1.  The  Company's operations  and  store
 openings have been financed with funds generated primarily from operations.

      The Company maintains a  long-term line of  credit with two  commercial
 lenders ("the Credit Facility"). The Credit Facility provides a  $25,000,000
 long-term line of credit that matures  on April 15, 2007 and bears  interest
 at the prevailing LIBOR rate (which  was approximately 4.4% at December  31,
 2005) 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, 2005, 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, 2005,  and  March 13, 2006.  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.

      Net cash provided  by operating activities  of the  Company during  the
 year ended December 31, 2005,  was $42,095,000, consisting primarily of  net
 income of $25,383,000 plus non-cash adjustments for depreciation, the short-
 term  advance  loss  provision,  and  the  tax  benefit  from  the  exercise
 of   employee  stock  options  of  $5,804,000,  $7,118,000,  and  $2,066,000,
 respectively.  Net  changes in  operating assets  and liabilities  increased
 cash provided by operating activities in the amount of $1,724,000.  Net cash
 used by investing activities  during the year ended  December 31, 2005,  was
 $16,799,000, which was primarily  comprised of net  cash outflows from  pawn
 receivables activity of $6,665,000, net cash inflows from short-term advance
 receivables activity of $1,859,000, and cash paid for fixed asset  additions
 of $11,993,000.  Net  inflows from short-term advance  activity were due  to
 the reduction  in outstanding  short-term advances  in the  Company's  Texas
 locations resulting from  the introduction of  the credit services  program.
 The opening of  50 new stores  and the purchases  of corporate fixed  assets
 during Fiscal 2005 contributed  significantly to the  volume of fixed  asset
 additions.   Net cash used by financing activities was $8,787,000 during the
 year ended December 31, 2005, which consisted of purchases of treasury stock
 in the  amount of  $11,404,000,  net of  proceeds  from exercises  of  stock
 options and warrants of $2,617,000.

      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 2005, total  cash flows from  operations were  $42,095,000 while  net
 cash outflows related to  pawn receivables activity  was $6,665,000 and  the
 net cash  inflows related  to short-term  advance receivables  activity  was
 $1,859,000.  The combined net cash flows from operations and pawn and short-
 term advance receivables totaled  $37,289,000 for Fiscal  2005.  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,  cash  flows  from  operations  were
 $32,606,000, and 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.

      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  redemptions  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  fees.
 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  fees receivable,  based upon  expected  default rates,  net  of
 estimated future recoveries of previously defaulted short-term advances  and
 service fees 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  fees 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 2006.  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 2006,  the
 Company currently plans to open approximately 60 to 70 new stores, comprised
 of both payday advance locations, primarily  located in Texas and  Michigan,
 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.

      Earnings  before   interest,  taxes,   depreciation  and   amortization
 ("EBITDA") for Fiscal 2005 totaled $45,165,000, an increase of 22%  compared
 to $37,046,000 for Fiscal  2004.  The  EBITDA margin, which  is EBITDA as  a
 percentage of revenues, for Fiscal 2005 was 21.7%, compared to 20.6% for the
 comparable prior year period.

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

                                                   Year Ended December 31,
                                                -----------------------------
                                                  2005       2004       2003
                                                -------    -------    -------
      Net income before change
        in accounting principle                $ 25,383   $ 20,706   $ 15,332

      Adjustments:
        Interest income, net of
          interest expense                         (317)         6       (123)
        Depreciation                              5,804      4,173      3,019
        Income taxes                             14,295     12,161      9,397
                                                -------    -------    -------
      Earnings before interest, income
        taxes, depreciation and amortization   $ 45,165   $ 37,046   $ 27,625
                                                =======    =======    =======
 Contractual Commitments

      A tabular disclosure of contractual  obligations at December 31,  2005,
 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         $52,440   $13,909   $22,642   $10,833   $ 5,056
  Employment and
    consulting contracts
    for officers and
    directors                8,700     1,550     3,100     2,050     2,000
                            ------    ------    ------    ------    ------
      Total                $61,140   $15,459   $25,742   $12,883   $ 7,056
                            ======    ======    ======    ======    ======

 Off-Balance Sheet Arrangements

  As of December 31, 2005, 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 Accounting Pronouncements

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


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

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

 Interest Rate Risk

      The Company  is potentially  exposed  to market  risk  in the  form  of
 interest rate risk in regards to its long-term line of credit.  As of  March
 13, 2006, the line of credit did not have an outstanding balance; therefore,
 the Company's interest rate risk for 2006 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

      The Company bears certain  exchange rate risks  from its operations  in
 Mexico as approximately $3,304,000 of the Company's pawn loans in Mexico  at
 December 31, 2005  were contracted  and expected  to be  settled in  Mexican
 pesos.  The Company also  maintained certain peso-denominated bank  balances
 at  December 31, 2005,  which  converted  to  a U.S.  dollar  equivalent  of
 $2,570,000.  A 10% increase in the  peso to U.S. dollar exchange rate  would
 increase the Company's  foreign currency  translation exposure  on its  pawn
 loan balance and cash by approximately $300,000 and $234,000, respectively.

 Gold Price Risk

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


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

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

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

      There have  been  no  disagreements concerning  matters  of  accounting
 principles or financial statement disclosure between the Company and Hein  &
 Associates LLP requiring disclosure hereunder.


 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, 2005.  Based on their participation in  that
 evaluation, the  CEO and  CFO concluded  that  the disclosure  controls  and
 procedures were effective as  of December 31, 2005  to ensure that  required
 information is disclosed on a timely basis in our reports filed or furnished
 under the Exchange Act.

      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, 2005.  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

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

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

      Management has  assessed the  effectiveness of  the Company's  internal
 control over financial  reporting as  of December 31,  2005.  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, 2005, 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, 2005 has been audited by Hein  &
 Associates LLP, an independent registered public accounting firm, as  stated
 in their report which appears herein.

<PAGE>

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

      We have audited management's  assessment, included in the  accompanying
 management's  report  on  internal  controls,  that  First  Cash   Financial
 Services,  Inc.,  maintained  effective  internal  control  over   financial
 reporting as of December 31, 2005, 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, 2005,
 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, 2005, based  on
 criteria established in  Internal Control -  Integrated Framework issued  by
 the  Committee  of  Sponsoring  Organizations  of  the  Treadway  Commission
 ("COSO").

      We also audited, in accordance with the standards of the Public Company
 Accounting Oversight Board (United States), the consolidated balance  sheets
 of First Cash Financial  Services, Inc., as of  December 31, 2005 and  2004,
 and the related consolidated statements of operations, stockholders' equity,
 and cash flows for the years ended December 31, 2005 and 2004 and our report
 dated March 13, 2006 expressed an unqualified opinion thereon.

 Hein & Associates LLP
 Dallas, Texas
 March 13, 2006

<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, 2005.   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 SFAS 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      5,373,850          $ 14.17              213,710
 Equity Compensation
   Plans Not Approved
   by Security Holders   1,257,200             2.94                    -
                         ---------                             ---------
     Total               6,631,050          $ 12.04              213,710
                         =========                             =========

      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 and Financial Statement Schedules
 ----------------------------------------------------
      (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 the
           notes thereto.

       (3) Exhibits:
           3.1(7)     Amended Certificate of Incorporation
           3.2(5)     Amended Bylaws
           4.1(2)     Common Stock Specimen
           10.1(1)    First Cash, Inc. 1990 Stock Option Plan
           10.2(8)    Consulting Agreement - Phillip E. Powell
           10.3(8)    Employment Agreement - Rick L. Wessel
           10.4(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
           10.9(6)    Executive Incentive Compensation Plan
           10.10(7)   2004 Long-Term Incentive Plan
           14.1(8)    Code of Ethics
           21.1(9)    Subsidiaries
           23.1(9)    Consent of Independent Registered Public Accounting
                      Firm, Deloitte & Touche LLP
           23.2(9)    Consent of Independent Registered Public Accounting
                      Firm, Hein & Associates LLP
           31.1(9)    Certification of Chief Executive Officer Pursuant to
                      Section 302 of the Sarbanes-Oxley Act of 2002.
           31.2(9)    Certification of Chief Financial Officer Pursuant to
                      Section 302 of the Sarbanes-Oxley Act of 2002.
           32.1(9)    Certification of Chief Executive Officer and Chief
                      Financial Officer Pursuant to 18 U.S.C. Section 1350 as
                      adopted Pursuant to Section 906 of the Sarbanes-Oxley
                      Act of 2002

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

 Dated: March 13, 2006         /s/ J. ALAN BARRON
                               --------------------------------------------
                               J. Alan Barron
                               Chief Executive Officer
                               (Principal Executive Officer)

 Dated: March 13, 2006         /s/ R. DOUGLAS ORR
                               --------------------------------------------
                               R. Douglas Orr
                               Executive Vice President and
                               Chief Financial Officer
                               (Principal Financial and Accounting Officer)


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

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

    /s/ PHILLIP E. POWELL      Chairman of the Board         March 13, 2006
    ----------------------
    Phillip E. Powell

    /s/ RICK L. WESSEL         Vice Chairman of the Board,   March 13, 2006
    ----------------------     President, Secretary and
    Rick L. Wessel             Treasurer

    /s/ JOE R. LOVE            Director                      March 13, 2006
    ----------------------
    Joe R. Love

    /s/ RICHARD T. BURKE       Director                      March 13, 2006
    ----------------------
    Richard T. Burke

    /s/ TARA MACMAHON          Director                      March 13, 2006
    ----------------------
    Tara MacMahon


<PAGE>

           REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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



 We have audited the accompanying consolidated balance sheets of First Cash
 Financial Services, Inc.,  and  subsidiaries  as of December 31, 2005  and
 2004, and  the related  consolidated statements  of income,  stockholders'
 equity,  and  cash  flows for the years ended  December 31, 2005 and 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 audits 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  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,  2005  and
 December 31, 2004, and  the consolidated results  of their operations  and
 cash flows for the years ended  December 31, 2005 and 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,
 2005,  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 13,  2006, 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 13, 2006

<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  statements  of   income,
 stockholders' equity, and cash flows of First Cash Financial Services, Inc.,
 and  subsidiaries for  the year  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 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 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 results of operations and cash flows
 of First Cash Financial Services, Inc., and subsidiaries for the year  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 consolidated statement of cash flows for the
 period ended December 31, 2003, has 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,
                                                      2005          2004
                                                    -------        -------
                                             (in thousands, except share data)
                    ASSETS

 Cash and cash equivalents......................   $ 42,741       $ 26,232
 Service fees receivable........................      4,176          4,512
 Pawn receivables...............................     27,314         23,429
 Short-term advance receivables, net of
   allowance of $242 and $552, respectively.....      6,488         15,465
 Inventories....................................     21,987         17,644
 Prepaid expenses and other current assets......      5,430          3,649
                                                    -------        -------
  Total current assets .........................    108,136         90,931

 Property and equipment, net....................     23,565         17,376
 Goodwill.......................................     53,237         53,237
 Other..........................................      1,016            799
                                                    -------        -------
     Total assets ..............................   $185,954       $162,343
                                                    =======        =======
     LIABILITIES AND STOCKHOLDERS' EQUITY

 Accounts payable ..............................   $    908       $    856
 Accrued liabilities............................     13,722          8,686
                                                    -------        -------
  Total current liabilities ....................     14,630          9,542

 Deferred income taxes payable..................      8,616          8,755
                                                    -------        -------
     Total liabilities .........................     23,246         18,297
                                                    -------        -------
 Commitments and contingencies  (Notes 2 and 10)

 Stockholders' equity:
  Preferred stock; $.01 par value; 10,000,000
    shares authorized; no shares issued or
    outstanding.................................          -              -
  Common stock; $.01 par value; 90,000,000
    shares authorized; 33,900,860 and 33,223,910
    shares issued, respectively; 31,502,472 and
    31,978,480 shares outstanding, respectively         170            166
  Additional paid-in capital ...................     83,235         78,556
  Retained earnings ............................    102,823         77,440
  Common stock in treasury, 2,398,388 and
    1,245,430 shares at cost, respectively          (23,520)       (12,116)
                                                    -------        -------
      Total stockholders' equity................    162,708        144,046
                                                    -------        -------
      Total liabilities and stockholders' equity   $185,954       $162,343
                                                    =======        =======

                     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,
                                               -----------------------------
                                                2005       2004       2003
                                               -------    -------    -------
                                       (in thousands, except per share amounts)
 Revenues:
    Merchandise sales ....................... $102,139   $ 86,745   $ 69,808
    Pawn service fees .......................   40,820     34,663     28,804
    Short-term advance and credit
      services fees .........................   60,881     54,123     42,939
    Check cashing fees ......................    2,900      3,030      2,749
    Other ...................................    1,035      1,252      1,168
                                               -------    -------    -------
                                               207,775    179,813    145,468
                                               -------    -------    -------
 Cost of revenues:
    Cost of goods sold ......................   61,659     52,056     41,110
    Short-term advance and credit services
      loss provision ........................   13,808     11,559      9,879
    Check cashing returned items expense ....      301        252        233
                                               -------    -------    -------
                                                75,768     63,867     51,222
                                               -------    -------    -------
      Gross profit...........................  132,007    115,946     94,246
                                               -------    -------    -------
 Expenses and other income:
    Store operating expenses ................   67,430     61,063     51,814
    Administrative expenses .................   19,412     17,837     14,807
    Depreciation ............................    5,804      4,173      3,019
    Interest expense ........................        -         73        472
    Interest income .........................     (317)       (67)      (595)
                                               -------    -------    -------
                                                92,329     83,079     69,517
                                               -------    -------    -------
 Income before income taxes .................   39,678     32,867     24,729
    Provision for income taxes ..............   14,295     12,161      9,397
                                               -------    -------    -------
 Income before change in accounting principle   25,383     20,706     15,332
    Cumulative effect of change in accounting
      principle, net of taxes (Note 3).......        -          -       (357)
                                               -------    -------    -------
      Net income............................. $ 25,383   $ 20,706   $ 14,975
                                               =======    =======    =======
 Net income per share (Notes 2 and 4):
    Basic:
      Income before change in accounting
        principle..........................   $   0.81   $   0.66   $   0.55
      Cumulative effect of change in
        accounting principle, net of taxes.          -          -      (0.01)
                                               -------    -------    -------
      Net income...........................   $   0.81   $   0.66   $   0.54
                                               =======    =======    =======
    Diluted:
      Income before change in accounting
        principle..........................   $   0.76   $   0.61   $   0.49
      Cumulative effect of change in
        accounting principle, net of taxes.          -          -      (0.01)
                                               -------    -------    -------
      Net income...........................   $  0.76    $   0.61   $   0.48
                                               =======    =======    =======

                     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,
                                               -----------------------------
                                                2005       2004       2003
                                               -------    -------    -------
                                                       (in thousands)

 Cash flows from operating activities:
   Income before change in accounting
     principle .............................. $ 25,383   $ 20,706   $ 15,332
   Adjustments to reconcile net income to
    net cash flows from operating activities:
      Depreciation ..........................    5,804      4,173      3,019
      Short-term advance loss provision .....    7,118     11,559      9,878
      Stock option and warrant income tax
        benefit .............................    2,066      8,736      5,408
   Changes in operating assets and
    liabilities, net of effect of Cash & Go,
    Ltd. consolidation:
      Service fees receivable ...............      336       (594)      (553)
      Inventories ...........................   (1,563)      (720)      (718)
      Prepaid expenses and other assets .....   (2,832)      (530)       167
      Accounts payable and accrued
        liabilities .........................    5,088     (1,344)       545
      Current and deferred income taxes .....      695      2,142       (472)
                                               -------    -------    -------
    Net cash flows from operating activities    42,095     44,128     32,606
                                               -------    -------    -------
 Cash flows from investing activities:
   Pawn receivables, net ....................   (6,665)    (4,728)    (4,635)
   Short-term advance receivables, net ......    1,859    (13,265)   (11,211)
   Purchases of property and equipment ......  (11,993)    (7,131)    (5,202)
   Cash from consolidation of Cash & Go, Ltd.        -          -      2,103
   Net decrease in receivable from
     Cash & Go, Ltd .........................        -          -      2,633
                                               -------    -------    -------
   Net cash flows from investing activities    (16,799)   (25,124)   (16,312)
                                               -------    -------    -------
 Cash flows from financing activities:
   Proceeds from debt .......................        -     10,000          -
   Repayments of debt .......................        -    (16,000)   (23,502)
   Decrease in notes receivable from officers        -          -      4,228
   Purchases of treasury stock ..............  (11,404)   (13,463)         -
   Proceeds from exercise of stock options
     and warrants ...........................    2,617     10,844      6,092
                                               -------    -------    -------
   Net cash flows from financing activities     (8,787)    (8,619)   (13,182)
                                               -------    -------    -------

 Change in cash and cash equivalents ........   16,509     10,385      3,112

 Cash and cash equivalents at beginning
   of the year...............................   26,232     15,847     12,735
                                               -------    -------    -------
 Cash and cash equivalents at end of the year $ 42,741    $26,232   $ 15,847
                                               =======    =======    =======

 Supplemental disclosure of
   cash flow information:
   Cash paid during the year for:
    Interest ................................ $      -   $     70   $    498
                                               =======    =======    =======
    Income taxes ............................ $ 11,380   $  1,356   $  4,256
                                               =======    =======    =======

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

                                                  Year Ended December 31,
                                               -----------------------------
                                                2005       2004       2003
                                               -------    -------    -------
                                                       (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 ......... $ 42,241   $ 35,173   $ 27,112
                                               =======    =======    =======

                     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,
                                               -----------------------------
                                                2005       2004       2003
                                               -------    -------    -------
                                                       (in thousands)
 Preferred stock...........................          -          -          -
                                               -------    -------    -------
 Common stock:
   Balance at beginning of year ...........   $    166   $    109   $     96
   Exercise of stock options and warrants..          4         15         13
   Cancellation of treasury stock .........          -         (8)         -
   Effect of stock split ..................          -         50          -
                                               -------    -------    -------
        Balance at end of year ............        170        166        109
                                               -------    -------    -------
 Additional paid-in capital:
   Balance at beginning of year ...........     78,556     63,395     51,908
   Exercise of stock options and warrants,
    including income tax benefit of $2,066,
    $8,736, and $5,408, respectively.......      4,679     19,572     11,487
   Cancellation of treasury stock .........          -     (4,354)         -
   Effect of stock split ..................          -        (57)         -
                                               -------    -------    -------
        Balance at end of year ............     83,235     78,556     63,395
                                               -------    -------    -------
 Retained earnings:
   Balance at beginning of year ...........     77,440     56,734     41,759
   Net income .............................     25,383     20,706     14,975
                                               -------    -------    -------
        Balance at end of year ............    102,823     77,440     56,734
                                               -------    -------    -------
 Treasury stock:
   Balance at beginning of year ...........    (12,116)    (3,015)    (3,015)
   Repurchases of treasury stock ..........    (11,404)   (13,463)         -
   Cancellation of treasury stock .........          -      4,362          -
                                               -------    -------    -------
        Balance at end of year ............    (23,520)   (12,116)    (3,015)
                                               -------    -------    -------
 Notes receivable from officers:
   Balance at beginning of year ...........          -          -     (4,228)
   Repayment of notes receivable ..........          -          -      4,228
                                               -------    -------    -------
        Balance at end of year ............          -          -          -
                                               -------    -------    -------

 Total stockholders' equity................   $162,708   $144,046   $117,223
                                               =======    =======    =======

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


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

 NOTE 1 - ORGANIZATION AND NATURE OF THE COMPANY

      First Cash Financial Services,  Inc., (the "Company") was  incorporated
 in Texas on July 5, 1988, and was reincorporated in Delaware in April  1991.
 The Company is engaged in the operation of pawn stores, which lend money  on
 the collateral  of pledged  personal property  and retail  previously  owned
 merchandise acquired through  pawn forfeitures and  purchases directly  from
 the general public.  In addition to making short-term secured pawns, many of
 the Company's pawn  stores offer  short-term advances  and credit  services.
 The Company also operates short-term or  payday advance stores that  provide
 short-term advances,  credit  services,  check cashing,  and  other  related
 financial services.  As of December 31, 2005, the Company owned and operated
 226 pawn stores and 102 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  50%-owned 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 loan  for
 all pawns  that  the  Company  deems collection  to  be  probable  based  on
 historical pawn  redemption  statistics.  If  the pawn  is not  repaid,  the
 principal  amount  loaned  becomes  the  carrying  value  of  the  forfeited
 collateral ("inventory"),  which is  recovered through  sale.   The  Company
 accrues short-term advance service fees on  a constant-yield basis over  the
 term of the short-term  advance.  Short-term advances have terms that  range
 from seven to thirty-one days.  Effective  July 1, 2005, First Cash  Credit,
 Ltd. ("FCC"), a  wholly-owned subsidiary of  the Company,  began offering  a
 fee-based credit services organization  ("CSO") program to assist  consumers
 in its  Texas markets  in obtaining  credit.   Under  the CSO  program,  FCC
 assists customers in  applying for a  short-term loan  from an  independent,
 non-bank, consumer lending company (the "Independent Lender").  The  Company
 recognizes credit services fees,  which  are  collected from the customer at
 the inception of the credit services agreement, ratably over the life of the
 loan  made  by  the  Independent  Lender.  The loans made by the Independent
 Lender to credit services customers  of FCC  have terms  of seven to thirty-
 one  days.   The Company records a  liability for  collected, but  unearned,
 credit services fees received from its customers.

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

      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  inventories  and
 determined that a valuation allowance is not necessary.

      Property and equipment - Property and  equipment are recorded at  cost.
 Depreciation is determined  on the straight-line  method based on  estimated
 useful lives of 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 the assets are sold or retired.

      Long-lived assets  -  Property,  plant and  equipment  and  non-current
 assets  are  reviewed   for  impairment  whenever   events  or  changes   in
 circumstances indicate  that the  net book  value of  the asset  may not  be
 recoverable.  An impairment  loss is recognized if  the sum of the  expected
 future cash flows  (undiscounted and before  interest) from the  use of  the
 asset is less than the net book value  of the asset.  Generally, the  amount
 of the impairment loss  is measured as the  difference between the net  book
 value of the  assets and  the estimated fair  value of  the related  assets.
 Management does  not believe  any  of these  assets  have been  impaired  at
 December 31, 2005.  Goodwill is reviewed annually for impairment based  upon
 its fair value, or more frequently if certain indicators arise.   Management
 has determined that goodwill has not been impaired at December 31, 2005.

      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, 2005,  2004 and  2003,  was $1,964,000,  $2,302,000  and
 $1,567,000, 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 these  plans have  been
 equal to or greater than 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,
                                               -----------------------------
                                                2005       2004       2003
                                               -------    -------    -------
 Net income, as reported                      $ 25,383   $ 20,706   $ 14,975
 Less: Stock-based employee compensation
   determined under the fair value
   requirements of SFAS 123, net of
   income tax benefits                          11,178      2,716      2,261
                                               -------    -------    -------
 Pro forma net income                         $ 14,205   $ 17,990   $ 12,714
                                               =======    =======    =======
 Earnings per share:
   Basic, as reported                         $   0.81   $   0.66   $   0.54
   Basic, pro forma                           $   0.45   $   0.57   $   0.45

   Diluted, as reported                       $   0.76   $   0.61   $   0.48
   Diluted, pro forma                         $   0.43   $   0.53   $   0.40

      Pursuant to the  requirements of  SFAS 123,  the weighted-average  fair
 value of the individual employee stock  options and warrants granted  during
 2005, 2004  and  2003  have  been  estimated  as  $3.72,  $4.97  and  $2.97,
 respectively,  on  the date  of the  grant.  In 2005,  594,000 options  were
 granted with an exercise price equal to the market price of the stock on the
 date of grant and 5,264,000 options were granted with an exercise price that
 exceeded the market price on the date  of grant  ("premium-priced options").
 The options granted at market price had a weighted-average exercise price of
 $12.50  and  a  weighted-average  fair  value  of $3.46.  The premium-priced
 options  had a weighted-average exercise  price  of $19.89  and a  weighted-
 average fair value price  $3.75.   All  options granted in 2004 and 2003 had
 an exercise price equal to the market price on the date of grant.   The fair
 values  were determined using a Black-Scholes option-pricing model using the
 following assumptions:

                                                  Year Ended December 31,
                                               -----------------------------
                                                2005       2004       2003
                                               -------    -------    -------
      Dividend yield                                -          -          -
      Volatility                                 44.1%      52.7%      54.0%
      Risk-free interest rate                     3.5%       3.5%       3.5%
      Expected life                           4.4 years  5.5 years  7.0 years

      In December 2004,  the FASB issued  Statement No.  123(R), Share  Based
 Payments.  This statement, which becomes effective for the Company beginning
 January 2006, 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 two-for-one split and three-for-two split of the Company's common stock
 in February 2006 and March 2004, respectively  (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,
                                               -----------------------------
                                                2005       2004       2003
                                               -------    -------    -------
    Numerator:
     Net income for calculating
       basic and diluted earnings per share   $ 25,383   $ 20,706   $ 14,975

    Denominator:
     Weighted-average common shares for
       calculating basic earnings per share     31,506     31,507     27,971
     Effect of dilutive stock options
       and warrants                              1,719      2,560      3,541
                                               -------    -------    -------
     Weighted-average common shares for
       calculating diluted earnings per share   33,225     34,067     31,512
                                               =======    =======    =======

     Basic earnings per share                 $   0.81   $   0.66   $   0.54
     Diluted earnings per share               $   0.76   $   0.61   $   0.48

      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,
 2003 and  2004, have  been reclassified  in  order to  conform to  the  2005
 presentation.

      In addition, the Statement  of Cash Flows for  the year ended  December
 31, 2003, was restated to correct the classification of certain transactions
 between sections  of the  Statement of  Cash  Flows.   The effect  of  these
 reclassifications was to increase net  cash flows from operating  activities
 by $16,508,000 from the amount previously reported for 2003 with  offsetting
 reductions to net cash flows from  investing and financing activities.   The
 specific adjustment  was  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.

      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 adopted by the  Company
 using the  modified  prospective  method  for  reporting  periods  beginning
 January 1, 2006.  A "modified prospective" method assumes compensation  cost
 is  recognized  beginning  with  the  effective   date  (a)  based  on   the
 requirements of SFAS No. 123R for all share-based payments granted after the
 effective date and (b)  based on the requirements  of Statement 123 for  all
 awards granted to  employees prior to  the effective date  of SFAS No.  123R
 that remain  unvested on  the effective  date.  The  pro  forma  disclosures
 previously permitted  under SFAS 123  no longer  will be  an alternative  to
 financial statement recognition.   The pro forma net  income and net  income
 per share amounts for Fiscal 2003 through Fiscal 2005 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 is presented  herein.  The  Company expects  to adopt  SFAS No.  123R
 using the modified prospective method, and  expects to continue to  estimate
 the fair value of stock options using the Black-Scholes option pricing model
 so that fair  value estimates will  be computed on  a basis comparable  with
 prior  year  pro  forma  compensation  expense  calculations.  The   Company
 estimates that it  will record  share-based compensation  expense in  fiscal
 2006 of approximately $690,000.  Approximately  $625,000 of the  anticipated
 2006 equity compensation expense will be recorded in the quarter ended March
 31, 2006,  which  relates  primarily to  options  with  accelerated  vesting
 features that  are  expected to  be  triggered due  to  an increase  in  the
 Company's  stock  price.   The  remaining  $65,000 of expected  2006  equity
 compensation  expense  will  be recorded ratably in the  second,  third  and
 fourth quarters of 2006.


 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 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.  The consolidation requirements became effective
 beginning the first  period that ended  after March 15,  2004; however,  the
 Company elected to adopt the requirements effective December 31, 2003.

      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
 and financial services kiosks inside convenience stores.  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.

      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  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.  For  Fiscal  2003,  Cash  &  Go,  Ltd.  had total  revenues  of
 $6,694,000 and  total expenses  of $6,596,000;  resulting in  income  before
 taxes  of  $98,000.  The  Company's  share of income, as accounted for using
 the  equity method through  December 31, 2003, was $49,000.   The  operating
 results of Cash  &  Go, Ltd.,  are included  in the  Company's  consolidated
 operating  results  effective for  accounting  periods beginning  January 1,
 2004.  Summarized financial information for Cash & Go, Ltd., as of  December
 31, 2003, is 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
                                                           =======

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

                                               Year Ended December 31, 2003
                                               ----------------------------
      Reported net income                                 $ 14,975
      Additional loss related to consolidation
        of Cash & Go, Ltd., net of tax                         387
                                                           -------
        Adjusted net income                               $ 15,362
                                                           =======
      Basic earnings per share:
         Reported net income                              $   0.54
         Adjusted net income                              $   0.55

      Diluted earnings per share:
         Reported net income                              $   0.48
         Adjusted net income                              $   0.49


 NOTE 4 - CAPITAL STOCK

      In January 2006, the Company's Board  of Directors approved a  two-for-
 one stock split in the form of a stock dividend to shareholders of record on
 February 6, 2006.   The additional shares were  distributed on  February 20,
 2006.  All share and per  share amounts (except authorized  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 3,200,000 shares of
 the Company's outstanding common stock.   During 2005 and 2004, the  Company
 repurchased a total of 1,153,000 and 1,245,000 common shares,  respectively,
 under the  stock  repurchase program  for  an aggregate  purchase  price  of
 $11,404,000 and $12,116,000,  respectively, or  $9.89 and  $9.73 per  share,
 respectively; leaving a balance  of  802,000 shares remaining available  for
 repurchase under the plan.

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


 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,
                                                      2005          2004
                                                    -------       -------
        Land                                       $    672      $    672
        Buildings                                     1,002         1,002
        Furniture, fixtures, equipment and
          leasehold improvements                     46,870        35,210
                                                    -------       -------
                                                     48,544        36,884
        Less:  accumulated depreciation             (24,979)      (19,508)
                                                    -------       -------
                                                   $ 23,565      $ 17,376
                                                    =======       =======

 NOTE 7 - ACCRUED LIABILITIES

      Accrued liabilities consist of the following (in thousands):

                                                  December 31,  December 31,
                                                      2005          2004
                                                    -------       -------
      Accrued compensation                         $  3,857      $  3,492
      Layaway deposits                                2,495         2,057
      Third-party lending settlements payable         1,914           781
      Sales and property taxes payable                1,284           910
      Unearned credit services fees                     965             -
      Money order and money transfer
        settlements payable                             673           523
      Income taxes payable                              470             -
      Reserve for expected losses on outstanding
        CSO letters of credit                           456             -
      Other                                           1,608           923
                                                    -------       -------
                                                   $ 13,722      $  8,686
                                                    =======       =======


 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, 2007, and bears  interest
 at the prevailing LIBOR rate (which  was approximately 4.4% at December  31,
 2005) 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, 2005, 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, 2005,  and March  13, 2006.   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,
                                               -----------------------------
                                                2005       2004       2003
                                               -------    -------    -------
        Current:
          Federal                             $ 12,003   $  9,874   $  7,495
          State and foreign                      2,465        891        870
                                               -------    -------    -------
                                                14,468     10,765      8,365
       Deferred                                   (173)     1,396      1,032
                                               -------    -------    -------
                                              $ 14,295   $ 12,161   $  9,397
                                               =======    =======    =======

      The  principal  current  and   non-current  deferred  tax  assets   and
 liabilities consist  of the  following at  December 31,  2005 and  2004  (in
 thousands):

                                                  December 31,  December 31,
                                                      2005          2004
                                                    -------       -------
       Deferred tax assets:
         Inventory tax-basis difference            $  1,291      $  1,673
         Foreign tax credits                          1,146             -
         Other                                          701           145
                                                    -------       -------
           Total deferred tax assets                  3,138         1,818
                                                    -------       -------
       Deferred tax liabilities:
         Intangible asset amortization                8,655         7,264
         Depreciation                                   872         1,013
         State income taxes, net                        386           407
         Other                                          404           485
                                                    -------       -------
           Total deferred tax liabilities            10,317         9,169
                                                    -------       -------
       Net deferred tax liabilities                $  7,179      $  7,351
                                                    =======       =======
       Reported as:
         Other current assets                      $  1,437      $  1,404
         Non-current liabilities - deferred
           income taxes                              (8,616)       (8,755)
                                                    -------       -------
           Total deferred tax liabilities          $  7,179      $  7,351
                                                    =======       =======

      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,
                                               -----------------------------
                                                2005       2004       2003
                                               -------    -------    -------
      Tax at the federal statutory rate       $ 13,887   $ 11,175   $  8,408

      State and foreign income taxes,
        net of federal tax benefit for
        state taxes of $312, $220 and
        $43, respectively, and foreign tax
        credits of $1,574, $83 and $453,
        respectively                               579        588        558
      Other, net                                  (171)       398        431
                                               -------    -------    -------
                                              $ 14,295   $ 12,161   $  9,397
                                               =======    =======    =======


 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
                 ------
                  2006                    $ 13,909
                  2007                      12,729
                  2008                       9,913
                  2009                       6,775
                  2010                       4,058
                  Thereafter                 5,056
                                           -------
                                          $ 52,440
                                           =======

      Rent  expense  under  such  leases  was  $12,513,000,  $10,923,000  and
 $8,664,000  for  the  years  ended  December   31,  2005,  2004  and   2003,
 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
 750,000 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, 2005, no  options to purchase shares  of
 common stock  were available  for grant  under the  1990 Plan.   Options  to
 purchase 66,000 shares of common stock under the 1990 Plan were granted  and
 outstanding, of which 3,000 shares were vested at December 31, 2005.

      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  7,500,000
 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,  2005,
 options to purchase 4,000  shares of common stock  were available for  grant
 under the 1999 Plan.  Options  to purchase 3,718,000 shares of common  stock
 under the 1999 Plan were granted and outstanding, of which 3,490,000 options
 were vested as of December 31, 2005.

      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
 1,800,000  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, 2005, options to purchase 210,000
 shares of  common  stock were  available  for  grant under  the  2004  Plan.
 Options to purchase 1,590,000  shares  of common stock  under the 2004  Plan
 were outstanding and are fully vested as of December 31, 2005.

      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 SFAS 123, the
 issuance of warrants to  outside consultants  and  advisors is accounted for
 using the fair value method prescribed by SFAS 123.

      Stock option and  warrant activity for  Fiscal 2005, 2004  and 2003  is
 summarized in the accompanying chart (in thousands, except exercise price):

                       2005                  2004                  2003
              --------------------- --------------------- ---------------------
                          Weighted-             Weighted-             Weighted-
                           Average               Average               Average
              Underlying  Exercise  Underlying  Exercise  Underlying  Exercise
                Shares      Price     Shares      Price     Shares      Price
                ------      -----     ------      -----     ------      -----
 Outstanding,
   beginning
   of period     3,367     $ 4.87      5,543     $ 3.33      7,501     $ 2.06

 Granted         5,858      19.14        910       9.67      1,816       5.09
 Exercised        (677)      3.87     (3,086)      3.52     (3,720)      1.64
 Canceled       (1,917)     24.01          -          -        (54)      2.67
                ------                ------                ------
 Outstanding,
   end of
   period        6,631      12.04      3,367       4.87      5,543       3.33
                ======                ======                ======
 Exercisable,
   end of
   period        6,243      12.47      2,790       4.71      4,926       3.23
                ======                ======                ======

      Options  and  warrants  outstanding  as  of  December 31, 2005,  are as
 follows (in thousands, except exercise price and life):

           Ranges of     Total Warrants    Weighted-Average     Currently
        Exercise Prices    and Options      Remaining Life     Exercisable
        ---------------    -----------      --------------     -----------
        $ 0.01 - $ 5.00       1,686               6.4             1,452
        $ 5.01 - $10.00         943               8.0               789
        $10.01 - $15.00       1,684               9.4             1,684
        $15.01 - $20.00       2,318               9.5             2,318
                             ------                              ------
                              6,631                               6,243
                             ======                              ======


 NOTE 12 - FIRST CASH 401(k) PLAN

      The First Cash 401(k) Plan (the "Plan") is provided by the Company  for
 all full-time, U.S.-based, employees who have been employed with the Company
 for one year or longer.  Under the Plan, a participant may contribute up  to
 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 six years  of  service.  The  total
 Company matching  contributions  to the  Plan  were $257,000,  $250,000  and
 $213,000 for the years ended December 31, 2005, 2004 and 2003, 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,
                                               -----------------------------
                                                2005       2004       2003
                                               -------    -------    -------
      Revenues:
        United States                         $154,649   $145,386   $126,707
        Mexico                                  53,126     34,427     18,761
                                               -------    -------    -------
                                              $207,775   $179,813   $145,468
                                               =======    =======    =======
      Pawn receivables:
        United States                         $ 18,603   $ 16,707   $ 15,695
        Mexico                                   8,711      6,722      4,342
                                               -------    -------    -------
                                              $ 27,314   $ 23,429   $ 20,037
                                               =======    =======    =======
      Short-term advance receivables:
        United States                         $  6,488   $ 15,465   $ 13,759
        Mexico                                       -          -          -
                                               -------    -------    -------
                                              $  6,488   $ 15,465   $ 13,759
                                               =======    =======    =======
      Inventories:
        United States                         $ 14,751   $ 13,393   $ 13,042
        Mexico                                   7,236      4,251      2,546
                                               -------    -------    -------
                                              $ 21,987   $ 17,644   $ 15,588
                                               =======    =======    =======
      Long-lived assets:
        United States                         $ 13,689   $ 11,183   $ 11,391
        Mexico                                  10,892      6,992      3,710
                                               -------    -------    -------
                                              $ 24,581   $ 18,175   $ 15,101
                                               =======    =======    =======


 NOTE 14 - QUARTERLY FINANCIAL DATA (UNAUDITED)

      Summarized quarterly  financial data  (in thousands,  except per  share
 data) for the fiscal years ended  December 31, 2005 and 2004,  are set forth
 below. The Company's operations are subject to seasonal fluctuations.

                                             Quarter Ended
                            ------------------------------------------------
                            March 31     June 30   September 30  December 31
                            --------     -------   ------------  -----------
 2005
 ----
  Total revenues            $ 46,999     $ 46,328     $ 54,307     $ 60,141
  Cost of revenues            16,257       16,446       19,964       23,101
  Gross profit                30,742       29,882       34,343       37,040
  Total expenses and
    other income              21,185       21,656       24,312       25,176
  Net income                   6,069        5,223        6,370        7,721
  Diluted net income
    per share (1)               0.18         0.16         0.19         0.23
  Diluted weighted
    average shares (1)        34,025       32,834       32,866       33,174


 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 and
    other income              20,139       19,813       20,641       22,486
  Net income                   5,178        4,246        5,190        6,092
  Diluted net income
    per share (1)               0.15         0.12         0.15         0.18
  Diluted weighted
    average shares (1)        34,159       34,587       33,660       33,863

 (1) Amounts have been retroactively adjusted  to reflect a two-for-one stock
 split in the form of a  stock dividend to each  stockholder of record as  of
 February 6, 2006.