UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                  FORM 10-Q

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

  For the quarterly period ended June 30, 2006, or

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

  For the transition period from __________ to ___________

  Commission file number 0-19133

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

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


    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  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 Exchange Act).  Yes ___  No  X


      As of August 2, 2006 there were 30,816,904 shares of Common Stock
 outstanding.

<PAGE>

                        PART I.  FINANCIAL INFORMATION

 ITEM 1.  FINANCIAL STATEMENTS

                     FIRST CASH FINANCIAL SERVICES, INC.
                    CONDENSED CONSOLIDATED BALANCE SHEETS

                                                    June 30,        December 31,
                                              --------------------  ------------
                                                2006        2005        2005
                                              --------    --------    --------
                                                  (unaudited)
                                              (in thousands, except share data)

                     ASSETS
 Cash and cash equivalents................   $  28,770   $  19,092   $  42,741
 Service fees receivable..................       4,499       4,776       4,176
 Pawn receivables.........................      30,713      26,924      27,314
 Short-term advance receivables,
   net of allowance of $198, $505
   and $242, respectively.................       5,352      14,068       6,488
 Inventories..............................      21,439      18,451      21,987
 Prepaid expenses and other current assets       6,651       3,964       5,430
                                              --------    --------    --------
   Total current assets ..................      97,424      87,275     108,136

 Property and equipment, net..............      27,004      21,367      23,565
 Goodwill.................................      53,237      53,237      53,237
 Other....................................       1,132         905       1,016
                                              --------    --------    --------
   Total assets ..........................   $ 178,797   $ 162,784   $ 185,954
                                              ========    ========    ========

      LIABILITIES AND STOCKHOLDERS' EQUITY
 Accounts payable.........................   $     902   $   1,346   $     908
 Accrued liabilities......................      10,725       6,969      13,722
                                              --------    --------    --------
   Total current liabilities .............      11,627       8,315      14,630

 Deferred income taxes payable............       9,035       8,913       8,616
                                              --------    --------    --------
   Total liabilities .....................      20,662      17,228      23,246
                                              --------    --------    --------
 Stockholders' equity:
   Preferred stock; $.01 par value;
     10,000,000 shares authorized ........           -           -           -
   Common stock; $.01 par value;
     90,000,000 shares authorized ........         345         334         340
   Additional paid-in capital ............      89,123      80,010      83,065
   Retained earnings .....................     116,940      88,732     102,823
   Common stock held in treasury .........     (48,273)    (23,520)    (23,520)
                                              --------    --------    --------
   Total stockholders' equity ............     158,135     145,556     162,708
                                              --------    --------    --------
   Total liabilities and stockholders'
     equity ..............................   $ 178,797   $ 162,784   $ 185,954
                                              ========    ========    ========

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

<PAGE>

                     FIRST CASH FINANCIAL SERVICES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF INCOME


                                   Three Months Ended       Six Months Ended
                                        June 30,                June 30,
                                   -------------------     ------------------
                                    2006         2005       2006        2005
                                   -------     -------     -------    -------
                             (unaudited, in thousands, except per share amounts)
 Revenues:
   Merchandise sales ...........  $ 29,353    $ 22,544    $ 58,862   $ 46,781
   Pawn service fees ...........    11,334       9,569      22,400     18,523
   Short-term advance and
     credit services fees.......    14,766      13,262      28,806     25,931
   Check cashing fees ..........       748         691       1,634      1,517
   Other .......................       174         262         373        575
                                   -------     -------     -------    -------
                                    56,375      46,328     112,075     93,327
                                   -------     -------     -------    -------
 Cost of revenues:
   Cost of goods sold...........    17,017      13,380      34,533     27,970
   Short-term advance and credit
     services loss provision ...     3,755       3,018       4,539      4,599
   Check cashing returned items
     expense....................        96          48         190        134
                                   -------     -------     -------    -------
                                    20,868      16,446      39,262     32,703
                                   -------     -------     -------    -------
 Gross profit...................    35,507      29,882      72,813     60,624
                                   -------     -------     -------    -------
 Expenses and other income:
   Store operating expenses.....    18,648      16,164      36,767     31,925
   Administrative expenses......     5,064       4,209      10,770      8,425
   Depreciation.................     1,895       1,370       3,600      2,662
   Interest income .............      (329)        (87)       (550)      (171)
                                   -------     -------     -------    -------
                                    25,278      21,656      50,587     42,841
                                   -------     -------     -------    -------
 Income before income taxes.....    10,229       8,226      22,226     17,783
 Provision for income taxes.....     3,734       3,003       8,109      6,491
                                   -------     -------     -------    -------
 Net income.....................  $  6,495    $  5,223    $ 14,117   $ 11,292
                                   =======     =======     =======    =======
 Net income per share:
      Basic.....................  $   0.20    $   0.17    $   0.44   $   0.36
                                   =======     =======     =======    =======
      Diluted...................  $   0.20    $   0.16    $   0.43   $   0.34
                                   =======     =======     =======    =======

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

<PAGE>

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

                                                  Six Months Ended June 30,
                                                  -------------------------
                                                       2006        2005
                                                     --------    --------
                                                   (unaudited, in thousands)
 Cash flows from operating activities:
  Net income ....................................   $  14,117   $  11,292
  Adjustments to reconcile net income to net cash
    flows from operating activities:
    Depreciation  ...............................       3,600       2,662
    Share-based compensation  ...................         522           -
    Short-term advance loss provision ...........         494       4,599
    Stock option and warrant income tax benefit..           -         666
  Changes in operating assets and liabilities:
    Service fees receivable .....................        (323)       (264)
    Inventories .................................         192        (315)
    Prepaid expenses and other assets ...........        (459)       (459)
    Accounts payable and accrued liabilities ....      (2,533)     (1,227)
    Current and deferred income taxes  ..........        (929)        196
                                                     --------    --------
      Net cash flows from operating activities ..      14,681      17,150
                                                     --------    --------
 Cash flows from investing activities:
  Pawn receivables, net .........................      (3,043)     (3,987)
  Short-term advance receivables, net ...........         642      (3,202)
  Purchases of property and equipment ...........      (7,039)     (6,653)
                                                     --------    --------
      Net cash flows from investing activities ..      (9,440)    (13,842)
                                                     --------    --------
 Cash flows from financing activities:
  Purchase of treasury stock ....................     (24,753)    (11,404)
  Proceeds from exercise of stock options
    and warrants ................................       3,284         956
  Stock option and warrant income tax benefit ...       2,257           -
                                                     --------    --------
      Net cash flows from financing activities ..     (19,212)    (10,448)
                                                     --------    --------
 Change in cash and cash equivalents.............     (13,971)     (7,140)

 Cash and cash equivalents at beginning
   of the period.................................      42,741      26,232
                                                     --------    --------
 Cash and cash equivalents at end of the period..   $  28,770   $  19,092
                                                     ========    ========
 Supplemental disclosure of cash flow information:
  Cash paid during the period for:
    Income taxes ................................   $   8,418   $   6,086
                                                     ========    ========

 Supplemental disclosure of non-cash investing activity:
  Non-cash transactions in connection with pawn
    receivables settled through forfeitures of
    collateral transferred to inventories .......   $  22,090   $  17,554
                                                     ========    ========

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

<PAGE>

                     FIRST CASH FINANCIAL SERVICES, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)


 Note 1 - Basis of Presentation

      The accompanying unaudited condensed consolidated financial statements,
 including the notes thereto,  include the accounts  of First Cash  Financial
 Services, Inc.  (the  "Company"),  and  its  wholly-owned subsidiaries.   In
 addition,  the  accompanying consolidated  financial statements  include the
 accounts of  Cash &  Go, Ltd.,  a Texas  limited partnership  that  operates
 financial services kiosks  inside convenience stores,  in which the  Company
 has a 50%  ownership interest.   All significant  intercompany accounts  and
 transactions have been eliminated.

      Such unaudited consolidated financial  statements are condensed and  do
 not include all  disclosures and  footnotes required  by generally  accepted
 accounting principles in the United States of America for complete financial
 statements.   Such interim  period financial  statements should  be read  in
 conjunction with the Company's consolidated financial statements, which  are
 included in the Company's December 31, 2005 Annual Report on Form 10-K.  The
 condensed consolidated financial statements as of June 30, 2006 and for  the
 three and six-month periods ended June 30, 2006 and 2005, are unaudited, but
 in management's opinion, include all adjustments (consisting of only  normal
 recurring adjustments) considered necessary to present fairly the  financial
 position, results of  operations and cash  flows for  such interim  periods.
 Operating results for the  periods ended June 30,  2006 are not  necessarily
 indicative of the results that may be expected for the full fiscal year.

      Certain amounts  in  prior  year comparative  presentations  have  been
 reclassified in order to conform to the 2006 presentation.


 Note 2 - Stock Split

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


 Note 3 - 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 5.3% at June 30, 2006)
 plus a fixed interest  rate margin of 1.375%.  Amounts available  under  the
 Credit Facility are limited to 300% of the Company's earnings before  income
 taxes, interest, and depreciation for the  trailing twelve months.  At  June
 30, 2006, 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
 June 30, 2006, and August 2, 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 4 - Earnings Per Share

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

                                          Three Months Ended  Six Months Ended
                                               June 30,          June 30,
                                          ------------------  ----------------
                                             2006     2005     2006     2005
                                            ------   ------   ------   ------
 Numerator:
    Net income for calculating basic
      and diluted earnings per share       $ 6,495  $ 5,223  $14,117  $11,292
                                            ======   ======   ======   ======
 Denominator:
    Weighted-average common shares for
      calculating basic earnings per share  31,758   31,358   31,802   31,742
    Effect of dilutive securities:
      Stock options and warrants             1,451    1,476    1,356    1,688
                                            ------   ------   ------   ------
    Weighted-average common shares
      for calculating diluted earnings
      per share                             33,209   32,834   33,158   33,430
                                            ======   ======   ======   ======

 Basic earnings per share                  $  0.20  $  0.17  $  0.44  $  0.36
                                            ======   ======   ======   ======
 Diluted earnings per share                $  0.20  $  0.16  $  0.43  $  0.34
                                            ======   ======   ======   ======


 Note 5 - Share-Based Compensation Expense

      Under  the  Company's equity  compensation plans,  including the board-
 approved  1990  Stock  Option  Plan,  the  shareholder-approved  1999  Stock
 Option Plan  and  the shareholder-approved  2004  Long-Term  Incentive  Plan
 (collectively described as the "Plans"), it  has granted qualified and  non-
 qualified stock options to officers,  directors and other key employees.  At
 June 30, 2006, 214,000 shares of  unissued common stock of the Company  were
 available for granting under the Plans.  In addition, the Company has issued
 warrants to  purchase shares  of  common stock  to  certain key  members  of
 management, directors and other third parties.

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

      Effective January 1, 2006, the Company adopted SFAS No. 123(R),  Share-
 Based Payments, which replaces SFAS 123 and supersedes APB 25.  SFAS  123(R)
 requires all share-based payments to employees, including grants of employee
 stock options, to be recognized in  the financial statements based on  their
 fair values.  The Company adopted SFAS 123(R) using the modified-prospective
 transition method, which requires the Company, beginning January 1, 2006 and
 thereafter, to expense the grant-date fair  value of all share-based  awards
 over their remaining vesting periods to the extent the awards were not fully
 vested as of  the date  of adoption and  to expense  the fair  value of  all
 share-based awards  granted  subsequent  to December  31,  2005  over  their
 requisite service periods.  Stock-based compensation expense for all  share-
 based payment awards granted  after January 1, 2006  is based on the  grant-
 date fair value estimated in accordance with the provisions of SFAS  123(R).
 The Company  recognizes  compensation cost  net  of a  forfeiture  rate  and
 recognizes the compensation cost for only those awards expected to vest on a
 straight-line basis over the requisite service period of the award, which is
 generally the vesting term.  The Company estimated the forfeiture rate based
 on its historical experience and its expectations of future forfeitures.  As
 required under  the modified-prospective  transition method,  prior  periods
 have  not  been  restated.  In  March  2005,  the  Securities  and  Exchange
 Commission ("SEC") issued  Staff Accounting Bulletin  ("SAB") 107  regarding
 the SEC's interpretation  of SFAS 123(R)  and the  valuation of  share-based
 payments for public companies.  The  Company has  applied the provisions  of
 SAB 107 in  its adoption  of SFAS  123(R). The  Company records  share-based
 compensation cost as an administrative expense.

      Historically, stock options and warrants have been granted to  purchase
 the Company's common stock at an exercise price equal to or greater than the
 fair market value at the date of grant and generally have a maximum duration
 of ten years.   Stock options and warrants granted prior to January 1,  2005
 were either fully vested  and exercisable on the  date grant, or vested  and
 become exercisable ratably over a five year period beginning five years from
 the  date  of  grant.  In addition,  certain  of  the options  with  vesting
 provisions granted prior  to January  1, 2005  included accelerated  vesting
 provisions  tied  to  increases  in the market value of the Company's stock.
 All stock options granted during  fiscal 2005 were fully  vested on the date
 of grant, of which 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  in  fiscal
 2005 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 granted in
 fiscal 2005 had a weighted-average exercise price of $19.89 and a  weighted-
 average fair value  price of  $3.75.  No  options or  warrants were  granted
 during the six-month period ended June 30, 2006.

      As a result of adopting SFAS  123(R) on January 1, 2006, the  Company's
 income before income taxes  and net income for  the three months ended  June
 30, 2006  were  $16,000 and  $10,000,  respectively,  less than  if  it  had
 continued to account for share-based compensation under the recognition  and
 measurement provisions of APB 25, and related interpretations, as  permitted
 by SFAS 123.  Basic and  diluted net income per  share for the three  months
 ended June 30,  2006 would not  have been affected  if the  Company had  not
 adopted SFAS  123(R).   The Company's  income before  income taxes  and  net
 income for the six  months ended June 30,  2006 were $522,000 and  $340,000,
 respectively, less  than if  it had  continued  to account  for  share-based
 compensation under the  recognition and  measurement provisions  of APB  25.
 Basic and diluted net  income per share  for the six  months ended June  30,
 2006 would have each increased by  $0.01, to $0.45 and $0.44,  respectively,
 if the Company had not adopted SFAS 123(R).  SFAS 123(R) requires that  cash
 flows from  tax benefits  resulting from  tax deductions  in excess  of  the
 compensation  cost  recognized  for stock-based awards (excess tax benefits)
 be  classified  as financing cash flows prospectively  from January 1, 2006.
 Prior  to  the  adoption  of  SFAS  123(R),  such  excess  tax benefits were
 presented  as operating cash flows.  Accordingly,  $2,257,000 of  excess tax
 benefits  has been classified  as  a  financing  cash  inflow  in  the  2006
 year-to-date  Consolidated  Statement  of  Cash Flows.   For the six  months
 ended June 30, 2005,  such excess tax benefits amounted to  $666,000 and was
 classified as a operating activity cash inflow.

      Of the total share-based compensation  expense (before tax benefit)  of
 $522,000 for  the six  months ended  June 30,  2006, approximately  $490,000
 related to accelerated vesting of previously  issued options as a result  of
 an increase in  the market value  of the Company's  common stock during  the
 first quarter of  2006.  As of  June 30,  2006,  there  are no  outstanding,
 unvested options with accelerated vesting features.  The Company anticipates
 that it  will  record  an additional  $16,000  of  share-based  compensation
 expense  in  each  remaining  quarter  of  fiscal  2006.  Total  share-based
 compensation expense, before tax benefit, for fiscal 2006 is anticipated  to
 be $556,000.   As of June  30, 2006, total  future unrecognized  share-based
 compensation cost related to stock options and warrants of $176,000,  before
 tax benefit, is expected to be recognized over a weighted-average period  of
 1.7 years.

      A summary of stock  option and warrant  activity during the  six months
 ended June 30, 2006 is presented below:

                                                    Weighted-
                                        Weighted-    Average       Aggregate
                           Underlying    Average    Remaining      Intrinsic
                             Shares     Exercise   Contractual       Value
                           (thousands)    Price    Term (years)   (thousands)
                           -----------  --------   ------------   -----------
 Outstanding at
   December 31, 2005          6,631      $12.04        8.5         $ 26,099

 Granted                          -           -          -                -
 Exercised                     (577)       5.70        7.4            6,550
 Canceled or forfeited            -           -          -                -
                              -----
 Outstanding at
   June 30, 2006              6,054       12.65        8.1           43,130
                              =====

 Vested and expected to
   vest at June 30, 2006      6,054       12.65        8.1           43,130
                              =====
 Exercisable at
   June 30, 2006              5,877       12.57        8.2           40,146
                              =====

      The aggregate intrinsic  value in the  above table  reflects the  total
 pretax intrinsic value (the difference  between the Company's  closing stock
 price on the last trading day  of the period and  the exercise price of  the
 options and warrants, multiplied by the  number of in-the-money options  and
 warrants) that would have been received  by the option and warrants  holders
 had all option and warrant holders  exercised their options and warrants  on
 June 30,  2006.   The intrinsic  value  of the  stock options  and  warrants
 exercised are based on the closing price of the Company's stock on the  date
 of exercise.  The  total intrinsic value of  options and warrants  exercised
 for  the  six  months  ended  June  30, 2005  was  $1,980,000.  The  Company
 typically issues  shares  of common  stock  to satisfy  option  and  warrant
 exercises.

      Prior to the adoption of SFAS 123(R), the Company accounted for  share-
 based compensation  plans under  the provisions  of APB  25, Accounting  for
 Stock Issued to  Employees, and  related interpretations.   If  compensation
 cost for stock-based  compensation plans had  been determined  based on  the
 fair value method (estimated using  the Black-Scholes option pricing  model)
 recognized over the vesting  period in accordance with  SFAS 123, pro  forma
 net income and earnings per share for the three and six-month periods  ended
 June 30, 2005, would have been as follows:

                                          Three Months Ended  Six Months Ended
                                            June 30, 2005      June 30, 2005
                                          ------------------  ----------------
   Net income, as reported                     $ 5,223            $11,292
   Less:  Pro forma stock-based employee
     compensation determined under the
     fair value requirements of SFAS 123,
     net of income tax benefits                     46              7,438
                                                ------             ------
   Adjusted net income (loss)                  $ 5,177            $ 3,854
                                                ======             ======
   Earnings (loss) per share:
     Basic, as reported                        $  0.17            $  0.36
                                                ======             ======
     Basic, adjusted                           $  0.17            $  0.12
                                                ======             ======
     Diluted, as reported                      $  0.16            $  0.34
                                                ======             ======
     Diluted, adjusted                         $  0.16            $  0.12
                                                ======             ======

      The estimated per share weighted-average grant-date fair value of stock
 options granted  during the  three and  six-month  periods ended  2005,  was
 $15.13, as determined using the Black-Scholes option pricing model based  on
 the following assumptions:

                  Dividend yield                   -
                  Volatility                    45.0%
                  Risk-free interest rate        3.5%
                  Expected life                  5.0 years

      On November 10, 2005, the Financial Accounting Standards Board ("FASB")
 issued FASB Staff Position No. SFAS 123(R)-3, Transition Election Related to
 Accounting for Tax Effects of  Share-Based Payment Awards ("FSP  123(R)-3").
 The alternative transition method  includes simplified methods to  establish
 the beginning balance of the additional  paid-in capital pool ("APIC  pool")
 related to  the tax  effects of  employee stock-based  compensation, and  to
 determine the subsequent impact on the APIC pool and Consolidated Statements
 of Cash Flows of the tax effects of employee stock-based compensation awards
 that  are  outstanding  upon  adoption  of  SFAS  123(R).  The  Company  has
 until  January 1, 2007 to make  a  one-time election to adopt the transition
 method described  in  FSP 123(R)-3.  The Company is currently evaluating FSP
 123(R)-3; however, if the Company  were to  make  the one-time  election, it
 is not expected to affect operating income or net income.


 Note 6 - Guarantees

      Effective July 1, 2005, First Cash Credit, Ltd. ("FCC"), a wholly-owned
 subsidiary of  the  Company,  began offering  a  fee-based  credit  services
 program ("CSO  program")  to  assist  consumers  in  its  Texas  markets  in
 obtaining credit.  Under the CSO program, FCC assists customers in  applying
 for a  short-term  loan  from an  independent,  non-bank,  consumer  lending
 company (the  "Independent  Lender") and  issues  the Independent  Lender  a
 letter of credit to guarantee the repayment of the loan.  The loans made  by
 the Independent Lender to credit services  customers of FCC range in  amount
 from $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.

      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 June  30, 2006  was $11,529,000.   There  were no  outstanding
 letters of credit at June 30, 2005.   According to the letter of credit,  if
 the borrower defaults  on the  loan, the  Company will  pay the  Independent
 Lender the principal,  accrued interest,  insufficient funds  fee, and  late
 fees, all of which the Company records as bad debt in the short-term advance
 and credit  services loss  provision.   FCC  is  entitled to  seek  recovery
 directly from its customers  for amounts it pays  the Independent Lender  in
 performing under the letters of credit.   The Company records the  estimated
 fair value  of  the  liability  under  the  letters  of  credit  in  accrued
 liabilities.


 ITEM 2.  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  (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 of the loan, ratably over  the
 life of the  loan made by  the Independent Lender.   The loans  made by  the
 Independent Lender to credit services customers  of FCC have terms of  seven
 to thirty-one  days.  The  Company records  a liability  for collected,  but
 unearned, credit services fees received from its customers.


 OPERATIONS AND LOCATIONS

       As of June  30, 2006,  the Company had  370 locations  in twelve  U.S.
 states and eight states in Mexico.  Included in this total, the Company  has
 244 pawn shops of which 95  are located in the U.S.  and 149 are located  in
 Mexico.  In  addition, the  Company has 126  payday advance  stores, all  of
 which are located in the U.S.  Approximately 68 of the U.S. pawn stores also
 offer the payday  advance or credit  services products in  addition to  pawn
 loans and retail sales.   The following table  details store counts for  the
 three and six-month periods ended June 30, 2006:

                                 Three Months Ended       Six Months Ended
                                   June 30, 2006           June 30, 2006
                               ----------------------  ----------------------
                                       Payday                  Payday
                                Pawn   Advance  Total   Pawn   Advance  Total
                               Stores  Stores  Stores  Stores  Stores  Stores
                               ------  ------  ------  ------  ------  ------
  Beginning of period count       235     113     348     226     102     328

  New stores opened                10      13      23      19      24      43

  Stores closed or consolidated    (1)      -      (1)     (1)      -      (1)
                               ------  ------  ------  ------  ------  ------
  End of period count             244     126     370     244     126     370
                               ======  ======  ======  ======  ======  ======

      For the six  months ended June 30, 2006,  all  of the  new pawn  stores
 opened were located  in Mexico, while  all of the  new payday stores  opened
 were located in the U.S.  During the  three months ended June 30, 2006,  the
 Company opened its first payday advance  locations in the state of  Michigan
 and its first pawn  store locations in  the state of  Jalisco, Mexico.   The
 Company's 50% owned joint venture, Cash  &  Go, Ltd., operates a total of 40
 kiosks located inside convenience  stores in the state  of Texas, which  are
 not included in the above table.  No kiosks were opened or closed during the
 three months ended June 30, 2006.

      While the Company has had significant increases in revenues due to  new
 store  openings  in 2005  and  2006, the Company has also incurred increases
 in operating  expenses  attributable  to  the  additional stores.  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, advertising,  property taxes,  licenses, supplies  and
 security.   Administrative   expenses  consist  of  items  relating  to  the
 operation of the  corporate office, including  the compensation and  benefit
 costs  of  corporate  management,  area  supervisors  and  other  operations
 management  personnel,  accounting  and  administrative  costs,  information
 technology costs,  liability  and  casualty  insurance,  outside  legal  and
 accounting fees and stockholder-related expenses.

      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.   Non-retail  sales  of  scrap
 jewelry are included in same-store revenue calculations.


 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.   Both the  significant accounting  policies  that
 management believes are the most critical to aid in fully understanding  and
 evaluating  the  reported  financial  results  and  the  effects  of  recent
 accounting pronouncements have  been reported in  the Company's 2005  Annual
 Report on Form 10-K.

      Effective  January 1, 2006,  the Company  adopted Financial  Accounting
 Standards Board Statement No. 123(R), Share-Based Payments ("SFAS  123(R)").
 SFAS  123(R)   establishes   the   accounting   required   for   share-based
 compensation, and requires companies  to measure and recognize  compensation
 expense for all  share-based payments at  the grant date  based on the  fair
 value of the award, as defined in SFAS 123(R), and include such costs as  an
 expense in  their  statements  of  operations  over  the  requisite  service
 (vesting)  period.  The  Company  elected  to  adopt  SFAS  123(R)  using  a
 modified-prospective  application,  whereby  the provisions of the statement
 will apply going forward only from the date of adoption to new  stock option
 awards (issued subsequent to December 31, 2005) and for the  portion  of any
 previously  issued  and  outstanding  stock  option  awards  for  which  the
 requisite service is rendered after the date of adoption.  Thus, the Company
 recognizes as  expense the  fair  value of  stock  options issued  prior  to
 January 1, 2006, but  vesting  after  January 1, 2006,  over  the  remaining
 vesting period.  In addition, compensation  expense  must  be recognized for
 any  awards  modified,  repurchased, or canceled after the date of adoption.
 Under  the  modified-prospective application,  no restatement  of previously
 issued results is required.  The Black-Scholes option pricing model is  used
 to measure fair value,  which is the same method  used  in prior  years  for
 disclosure purposes.

      Effective July 1, 2005, First Cash Credit, Ltd. ("FCC"), a wholly-owned
 subsidiary of  the  Company,  began offering  a  fee-based  credit  services
 program ("CSO  program")  to  assist  consumers  in  its  Texas  markets  in
 obtaining credit.  Under the CSO program, FCC assists customers in  applying
 for a  short-term  loan  from an  independent,  non-bank,  consumer  lending
 company (the  "Independent  Lender") and  issues  the Independent  Lender  a
 letter of credit to guarantee the repayment of the loan.  The loans made  by
 the Independent Lender to credit services  customers of FCC range in  amount
 from $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.

      In accordance  with  the  provisions of  FASB  Interpretation  No.  45,
 Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
 Indirect Guarantees of  Indebtedness of Others,  the Company has  determined
 that the letters of credit issued by  FCC to the Independent Lender as  part
 of the CSO program 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.   Each
 letter of credit is issued at the  time that a FCC credit services  customer
 enters into a loan agreement with  the Independent Lender.  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  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 liabilities  under the  letters of  credit  in
 accrued liabilities.


 RESULTS OF OPERATIONS

 Three months ended June 30, 2006, compared to the three months ended June
 30, 2005

      The following table (amounts shown in thousands) details the components
 of revenues for the three months ended June 30, 2006 (the "Second Quarter of
 2006"), as compared  to the three  months ended June  30, 2005 (the  "Second
 Quarter of 2005"):

                                             Three Months Ended June 30,
                                             ---------------------------
                                           2006     2005   Increase/Decrease
                                          ------   ------  -----------------
   Domestic revenues:
     Retail merchandise sales            $13,562  $13,183   $  379      3%
     Scrap jewelry sales                   2,678    1,335    1,343    101%
     Pawn service fees                     6,381    5,995      386      6%
     Short-term advance and credit
       services fees                      14,766   13,262    1,504     11%
     Check cashing fees                      748      691       57      8%
     Other                                   174      262      (88)   (34%)
                                          ------   ------    -----    ----
                                          38,309   34,728    3,581     10%
                                          ------   ------    -----    ----
   Foreign revenues:
     Retail merchandise sales              7,607    5,394    2,213     41%
     Scrap jewelry sales                   5,506    2,632    2,874    109%
     Pawn service fees                     4,953    3,574    1,379     39%
                                          ------   ------    -----    ----
                                          18,066   11,600    6,466     56%
                                          ------   ------    -----    ----
   Total revenues:
     Retail merchandise sales             21,169   18,577    2,592     14%
     Scrap jewelry sales                   8,184    3,967    4,217    106%
     Pawn service fees                    11,334    9,569    1,765     18%
     Short-term advance and credit
       services fees                      14,766   13,262    1,504     11%
     Check cashing fees                      748      691       57      8%
     Other                                   174      262      (88)   (34%)
                                          ------   ------   ------    ----
                                         $56,375  $46,328  $10,047     22%
                                          ======   ======   ======    ====

       Year-over-year revenue increases  for retail  merchandise sales,  pawn
 service fees  and  short-term advance/credit  service  fees were  due  to  a
 combination of same-store  revenue growth and  the addition  of new  stores.
 Same-store revenues (stores that were  in operation during all of the Second
 Quarter of both 2005  and 2006) increased 15%  or $6,854,000 for the  Second
 Quarter  of  2006  as  compared  to the same  quarter  last  year.  Revenues
 generated by the 44  new pawn stores  and the 34  new payday advance  stores
 opened since April 1, 2005  increased  by $3,394,000, compared  to the  same
 quarter last year.

      The increase in scrap jewelry sales during the Second Quarter of  2006,
 as compared to the Second  Quarter of 2005, was  due to both higher  selling
 prices of gold and a 49% increase in the volume-weight of scrap jewelry sold
 in the Second  Quarter of  2006, compared to  the prior-year  quarter.   The
 increase in  scrap volume  was primarily  related to  the Company's  foreign
 operations.  Aggregate short-term advance and credit services fees increased
 11% over the same  period, although revenues in  the Company's ten  Illinois
 locations decreased due  to new payday  advance regulations  in that  state.
 Excluding the  Illinois locations,  revenues  from short-term  advances  and
 credit services increased by  22% compared to the  prior year quarter.   The
 implementation of new payday regulations  in Illinois caused second  quarter
 revenues and  gross  profit  to  decrease compared  to  the  prior  year  by
 $1,035,000 and $883,000,  respectively, in  the Company's  ten locations  in
 that state.  Effective July 2006, the Company introduced an installment loan
 product in Illinois  through which it  plans to recapture  a portion of  the
 affected customer base.  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
 $9,829,000 for the Second Quarter of 2006.

      The  following  table  (amounts  shown  in  thousands)   details   pawn
 receivables, short-term advance receivables and active CSO loans outstanding
 from  an independent third-party lender as of June 30, 2006,  as compared to
 June 30, 2005:

                                                 Balance at June 30,
                                                 -------------------
                                           2006     2005   Increase/Decrease
                                          ------   ------  -----------------
  Domestic receivables & CSO loans
    outstanding:
      Pawn receivables                   $19,870  $17,852   $2,018     11%
      Short-term advance receivables       5,352   14,068   (8,716)   (62%)
      CSO loans held by independent
        third-party lender (1)            10,305        -   10,305      -
                                          ------   ------   ------    ----
                                          35,527   31,920    3,607     11%
                                          ------   ------    -----    ----
  Foreign receivables:
    Pawn receivables                      10,843    9,072    1,771     20%
                                          ------   ------    -----    ----
  Total receivables & CSO loans
    outstanding:
      Pawn receivables                    30,713   26,924    3,789     14%
      Short-term advance receivables       5,352   14,068   (8,716)   (62%)
      CSO loans held by independent
        third-party lender (1)            10,305        -   10,305      -
                                          ------   ------   ------    ----
                                         $46,370  $40,992  $ 5,378     13%
                                          ======   ======   ======    ====

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

      Of the $3,789,000  total increase in  pawn receivables, $2,671,000  was
 attributable to growth at stores that were in operation as  of June 30, 2006
 and 2005,  and  $1,118,000 was attributable to the 35 new pawn stores opened
 since  June 30, 2005.  The  decrease  in  short-term advance receivables was
 due primarily to  the introduction  of the credit  services  program  in the
 Company's Texas locations in  July  2005.  As a result,  the Company had  no
 short-term advance receivables in its Texas locations, including the Cash  &
 Go, Ltd, joint venture kiosks, at  June 30, 2006, compared to $7,773,000  at
 June 30, 2005.   Short-term advance receivables  in the Company's  non-Texas
 locations decreased from $6,295,000 at June 30, 2005, to $5,352,000 at  June
 30, 2006,  primarily due  to the  introduction  of more  restrictive  payday
 advance  regulations  in  Illinois,  which  negatively  affected  short-term
 advance receivables in the  Company's ten Illinois locations.  The Company's
 loss  reserve on short-term  advance receivables decreased  from $505,000 at
 June 30, 2005,  to $198,000 at June 30, 2006  as a result of the decrease in
 outstanding short-term advance receivables.  The estimated fair value of the
 liabilities under the letters of credit, net of anticipated recoveries  from
 customers, was $394,000 at June 30,  2006, which is included as a  component
 of the Company's accrued liabilities.  There were no outstanding letters  of
 credit or related liabilities at June 30, 2005.

      The gross profit margin on total merchandise sales was 42.0% during the
 Second Quarter of 2006, compared to 40.6% during the Second Quarter of 2005,
 due to increased margins on both retail sales and scrap jewelry  sales.  The
 retail merchandise margin,  which excludes  scrap jewelry  sales, was  45.5%
 during the Second Quarter of 2006,  compared to 44.6% in the Second  Quarter
 of 2005.  Gross margin on sales of scrap jewelry increased from 22.3% in the
 Second Quarter  of 2005  to 33.1%  in  the Second  Quarter  of 2006  due  to
 increased selling prices of gold.

      The  Company's  payday  advance  and  credit  services  loss  provision
 increased from 22.8% of short-term advance and credit services fee  revenues
 during the Second  Quarter of  2005 to 25.4%  during the  Second Quarter  of
 2006.  The increase in the  provision was primarily related to an  increased
 proportion of new stores, which typically  have greater early credit  losses
 and higher charge-offs associated with new  customers and employees, and  to
 increased credit losses in the Illinois locations related to the  transition
 to the new payday advance regulations effective in 2006.  During the  Second
 Quarter of 2006, the Company sold certain bad debt portfolios generated from
 short-term advances and credit services agreements for an aggregate price of
 $349,000, compared to $445,000  in the prior year  quarter.  The sales  were
 recorded as a  credit to  the short-term  advance and  credit services  loss
 provision.

      Store operating expenses increased 15% to $18,648,000 during the Second
 Quarter of 2006, compared to $16,164,000 during the Second Quarter of  2005,
 primarily  as  a  result  of  the   net  addition  of  73  pawn  and   check
 cashing/short-term advance  stores  since April  1,  2005, which  is  a  25%
 increase  in  the  store  count.  Administrative expenses  increased 20%  to
 $5,064,000 during the Second Quarter of  2006 compared to $4,209,000  during
 the Second Quarter  of 2005, which  is primarily  attributable to  increased
 management  and   supervisory  compensation   expense  and   to   additional
 administrative expenses  related to  new store  openings.   Interest  income
 increased from $87,000  in the  Second Quarter of  2005 to  $329,000 in  the
 Second Quarter of 2006, due primarily to greater levels of invested cash and
 to higher interest rates.

      For both the Second Quarter of  2006 and 2005, the Company's  effective
 federal income tax  rate of 36.5%  differed from the  federal statutory  tax
 rate of 35%, primarily as a result of state income taxes.

 Six months ended June 30, 2006, compared to the six months ended June 30,
 2005

      The following table (amounts shown in thousands) details the components
 of revenues for  the six  months ended June  30, 2006  (the "Six-Month  2006
 Period"), as compared to the six months ended June 30, 2005 (the  "Six-Month
 2005 Period"):

                                              Six Months Ended June 30,
                                              -------------------------
                                           2006     2005   Increase/Decrease
                                          ------   ------  -----------------
   Domestic revenues:
     Retail merchandise sales            $29,378  $27,742   $1,636      6%
     Scrap jewelry sales                   4,998    3,192    1,806     57%
     Pawn service fees                    13,127   12,048    1,079      9%
     Short-term advance and credit
       services fees                      28,806   25,931    2,875     11%
     Check cashing fees                    1,634    1,517      117      8%
     Other                                   373      575     (202)   (35%)
                                          ------   ------    -----    ----
                                          78,316   71,005    7,311     10%
                                          ------   ------    -----    ----
   Foreign revenues:
     Retail merchandise sales             14,393    9,803    4,590     47%
     Scrap jewelry sales                  10,093    6,044    4,049     67%
     Pawn service fees                     9,273    6,475    2,798     43%
                                          ------   ------    -----    ----
                                          33,759   22,322   11,437     51%
                                          ------   ------    -----    ----
   Total revenues:
     Retail merchandise sales             43,771   37,545    6,226     17%
     Scrap jewelry sales                  15,091    9,236    5,855     63%
     Pawn service fees                    22,400   18,523    3,877     21%
     Short-term advance and credit
       services fees                      28,806   25,931    2,875     11%
     Check cashing fees                    1,634    1,517      117      8%
     Other                                   373      575     (202)   (35%)
                                         -------   ------   ------    ----
                                        $112,075  $93,327  $18,748     20%
                                         =======   ======   ======    ====

       Year-over-year revenue increases  for retail  merchandise sales,  pawn
 service fees  and  short-term advance/credit  service  fees were  due  to  a
 combination of same-store  revenue growth and  the addition  of new  stores.
 Same-store revenues (stores that were in  operation during all of the  first
 six months of both 2005 and 2006) increased 13% or $11,640,000 for the  Six-
 Month 2006 Period  as  compared  to  the  same period  last  year.  Revenues
 generated by the 54 new pawn stores  and  the  39 new  payday advance stores
 which have opened since January 1, 2005 increased by $7,596,000, compared to
 the same period last year.

      The increase in scrap jewelry sales  during the Six-Month 2006  Period,
 as compared to  the Six-Month 2005  Period, was due  to both higher  selling
 prices of gold and a 21% increase in the volume-weight of scrap jewelry sold
 in the Six-Month 2006 Period, compared to the prior-year period.

      Aggregate short-term  advance and  credit services  fees increased  11%
 over the  same  period, although  revenues  in the  Company's  ten  Illinois
 locations decreased due  to new payday  advance regulations  in that  state.
 Excluding the  Illinois locations,  revenues  from short-term  advances  and
 credit services increased  by 20% compared  to the prior  year period.   The
 implementation of  new payday  regulations in  Illinois caused  year-to-date
 revenues and  gross  profit  to  decrease compared  to  the  prior  year  by
 $1,752,000 and $1,600,000, respectively, in  the Company's ten locations  in
 that state.  Effective July 2006, the Company introduced an installment loan
 product in Illinois  through which it  plans to recapture  a portion of  the
 affected customer base.  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
 $18,866,000 for the Six-Month 2006 Period.

      The gross profit margin on total merchandise sales was 41.3% during the
 Six-Month 2006 Period, compared to 40.2%  during the Six-Month 2005  Period,
 primarily due  to increased  margin  on scrap  jewelry  sales.   The  retail
 merchandise margin, which excludes scrap jewelry sales, was 44.4% during the
 Six-Month 2006 Period, compared to 44.3%  during the Six-Month 2005  Period.
 Gross margin on sales of scrap jewelry increased from 23.8% in the Six-Month
 2005 Period to 32.5% in the  Six-Month 2006 Period due to increased  selling
 prices of gold.

      The  Company's  payday  advance  and  credit  services  loss  provision
 decreased from 17.7% of short-term advance and credit services fee  revenues
 during the Six-Month 2005 Period to 15.8% during the Six-Month 2006  Period.
 During the  Six-Month 2006  Period, the  Company  sold bad  debt  portfolios
 generated from short-term  advances and  credit services  agreements for  an
 aggregate price  of  $1,444,000, compared  to  $445,000 in  the  prior  year
 period.  The  sales were recorded as a credit to the short-term advance  and
 credit services loss provision.

      Store operating expenses increased 15%  to $36,767,000 during the  Six-
 Month 2006 Period, compared to $31,925,000 during the Six-Month 2005 Period,
 primarily  as  a  result  of  the   net  addition  of  86  pawn  and   check
 cashing/short-term advance  stores since  January 1,  2005, which  is a  30%
 increase  in  the  store  count.  Administrative expenses  increased 28%  to
 $10,770,000 during the Six-Month 2006  Period compared to $8,425,000  during
 the Six-Month  2005 Period,  which is  primarily attributable  to  increased
 management and supervisory  compensation expense, additional  administrative
 expenses  related  to  new   store  openings  and   a  non-cash  charge   of
 approximately $522,000 for share-based compensation  expense as a result  of
 the adoption of  SFAS 123(R), effective  January 1, 2006.   Interest  income
 increased from $171,000 in the Six-Month 2005 Period to $550,000 in the Six-
 Month 2006 Period, due primarily to greater levels of invested cash  and  to
 higher interest rates.

 For both the Six-Month 2006 Period and Six-Month 2005 Period, the  Company's
 effective federal  income  tax  rate of  36.5%  differed  from  the  federal
 statutory tax rate of 35%, primarily as a result of state income taxes.


 LIQUIDITY AND CAPITAL RESOURCES

      As of June 30,  2006, the Company's primary  sources of liquidity  were
 $28,770,000 in  cash  and  cash  equivalents,  $40,564,000  in  receivables,
 $21,439,000 in inventories  and $25,000,000  of available  and unused  funds
 under the Company's  Credit Facility.   The Company had  working capital  of
 $85,797,000 as of June 30, 2006, and total equity exceeded total liabilities
 by a ratio of 8 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 5.3% at June 30, 2006)
 plus a fixed interest  rate margin of 1.375%.   Amounts available under  the
 Credit Facility are limited to 300% of the Company's earnings before  income
 taxes, interest,  depreciation  and  amortization for  the  trailing  twelve
 months.  At June 30, 2006, the Company had no amounts outstanding under  the
 Credit Facility and $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 June 30, 2006, and August 2, 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
 Six-Month 2006 Period, was $14,681,000,  consisting primarily of net  income
 of $14,117,000  plus  non-cash  adjustments  for  depreciation,  share-based
 compensation, and  the  short-term  advance loss  provision  of  $3,600,000,
 $522,000, and $494,000 respectively.  Net  changes  in operating assets  and
 liabilities reduced  cash used  by operating  activities  in the  amount  of
 $4,052,000.  Net  cash used by  investing activities during  the six  months
 ended June 30, 2006,  was $9,440,000, which was  primarily comprised of  net
 cash outflows from pawn receivables activity of $3,043,000, net cash inflows
 from short-term advance receivables activity of  $642,000, net of cash  paid
 for fixed  asset  additions of  $7,039,000.   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 in July  2005.  The  opening of  43 new  stores
 during  the  Six-Month  2006  Period contributed significantly to the volume
 of  fixed  asset additions.  Net  cash  used  by  financing  activities  was
 $19,212,000 during the Six-Month 2006  Period, which consisted of  purchases
 of treasury  stock  in the  amount  of  $24,753,000, net  of  proceeds  from
 exercises of  stock  options and  warrants  and  the tax  benefit  from  the
 exercise  of   employee  stock   options  of   $3,284,000  and   $2,257,000,
 respectively.

      During the  second  quarter of  2006,  the Company  completed  its  3.2
 million share  repurchase  plan  authorized  in  July  2004  at  an  average
 repurchase price of $12.32 per share.   The Board of Directors  subsequently
 authorized an  additional 2.0  million share  repurchase.   For the  quarter
 ended June 30, 2006,  the Company utilized excess  cash flows to  repurchase
 approximately $25 million of common stock for a total of 1.3 million  shares
 under the two authorizations.

      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.  For  the  Six-
 Month 2006 Period, net  cash flows from  operations were $14,681,000,  while
 net cash outflows related  to pawn receivables  activity was $3,043,000  and
 net cash inflows from short-term advance receivables activity was  $642,000.
 The combined net cash flows from operations and pawn and short-term  advance
 receivables totaled  $12,280,000 for  the Six-Month  2006 Period.   For  the
 comparable  prior  year  period,  net   cash  flows  from  operations   were
 $17,150,000, and net cash  outflows related to  pawn receivables and  short-
 term advance receivables were $3,987,000 and $3,202,000, respectively.   The
 combined net  cash flows  from operations  and pawn  and short-term  advance
 receivables totaled $9,961,000 for the Six-Month 2005 Period.

      The profitability  and liquidity  of the  Company  is affected  by  the
 amount of pawn receivables outstanding, which  is controlled in part by  the
 Company's  pawn lending  decisions.  The Company  is able  to influence  the
 frequency of  pawn  redemptions  by  increasing  or  decreasing  the  amount
 advanced in relation to  the resale value of  the pawned property.   Tighter
 credit decisions generally result  in smaller pawn  advances in relation  to
 the estimated resale value of the pledged property and can thereby  decrease
 the Company's aggregate pawn receivables 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 interest  on
 such pawns, effectively creating a new pawn transaction.

      The amount  of  short-term  advances outstanding  and  credit  services
 activity and the related loss provisions  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 and credit services 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.  With 43 stores opened year-
 to-date, the Company is on track to equal or exceed its target of  60 to  70
 new store  openings, comprised  of both  payday advance  locations,  located
 primarily in  Texas  and Michigan,  and  pawn shops,  located  primarily  in
 Mexico.  All capital expenditures, working capital requirements and start-up
 losses related to this expansion are expected to be funded through operating
 cash flows.  While the Company continually looks for, and is presented  with
 potential acquisition opportunities, the Company currently has no definitive
 plans or commitments for acquisitions.  The Company will evaluate  potential
 acquisitions, if any, based upon growth potential, purchase price, strategic
 fit and  quality of  management  personnel, among  other  factors.   If  the
 Company encounters an attractive acquisition opportunity in the near future,
 the Company  may 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 the trailing twelve month period ended June 30, 2006  totaled
 $50,167,000, an increase  of 24% compared  to $40,446,000  for the  trailing
 twelve month period ended June 30, 2005.  The EBITDA margin, which is EBITDA
 as a percentage of revenues, for the trailing twelve month period ended June
 30, 2006 was 22%, compared to 21% for the comparable prior year period.

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

      The following table provides a reconciliation of net income to EBITDA
 (amounts in thousands):

                                                   Trailing Twelve Months
                                                       Ended June 30,
                                                 ----------------------------
                                                       2006        2005
                                                     --------    --------
   Net income                                       $  28,208   $  22,574

   Adjustments:
     Interest income, net of interest expense            (696)       (176)
     Depreciation                                       6,742       4,926
     Income taxes                                      15,913      13,122
                                                     --------    --------
   Earnings before interest, income taxes,
     depreciation and amortization                  $  50,167   $  40,446
                                                     ========    ========


 CAUTIONARY STATEMENT REGARDING RISKS AND UNCERTAINTIES THAT MAY AFFECT
 FUTURE RESULTS

 Forward-Looking Information

      This quarterly 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  quarterly  report  include,  without  limitation,  the
 Company's expectations  of earnings  per  share, expansion  strategy,  store
 openings,  loss  provisions,  future  liquidity,  option-based  compensation
 expense and cash  flows.  These  statements are made  to provide the  public
 with management's current  assessment of the  Company's business.   Although
 the Company  believes that  the  expectations reflected  in  forward-looking
 statements are reasonable, there can be no assurances that such expectations
 will  prove  to  be  accurate.  Security  holders are  cautioned  that  such
 forward-looking statements  involve  risks and uncertainties.  The  forward-
 looking statements contained in this quarterly  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 quarterly  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  laws  and  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 and other risks and uncertainties are  indicated
 in the  Company's  2005 Annual  Report  on Form  10-K  (see "Item  1A.  Risk
 Factors").

 Regulatory Developments

      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.

      Existing regulations and recent  regulatory developments are  described
 in greater detail in the Company's Annual  Report of Form 10-K for the  year
 ended  December 31, 2005.  Subsequent to the filing  of the 2005 Form  10-K,
 the State of Oregon has enacted legislation that provides for  significantly
 more  restrictive  regulation  of  the  payday advance industry beginning in
 July 2007.  The implementation of these  more  restrictive  regulations,  as
 currently enacted, is expected to have a significant negative effect on  the
 revenues and profitability of the Company's operations in Oregon,  beginning
 in July 2007.  The Company currently has seven payday advance stores located
 in Oregon.  In  Mexico,  certain aspects of the Company's lending and retail
 operations have historically been regulated by PROFECO, a federal government
 consumer  protection  agency.   Recent  federal  legislation   has  expanded
 PROFECO's regulatory authority over the pawn  industry,  although  resulting
 regulatory changes,  if  any,  have not been developed or implemented at the
 current time.  While the Company does not anticipate any significant  effect
 on its operations due to expanded regulation, such effect, if any, cannot be
 determined at the current time.

      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.


 ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      Market risks relating to the Company's operations result primarily from
 changes in interest rates, gold prices  and foreign currency exchange  rates
 and are described in detail in the Company's 2005 Annual Report on Form  10-
 K.  The Company  does not engage in  speculative or leveraged  transactions,
 nor does  it  hold or  issue  financial instruments  for  trading  purposes.
 There have been  no material  changes to  the Company's  exposure to  market
 risks since December 31, 2005.


 ITEM 4.  CONTROLS AND PROCEDURES

      (a) Evaluation of Disclosure Controls and Procedures

          The Company's Chief Executive  Officer and Chief Financial  Officer
        have  evaluated  the   effectiveness  of  the  Company's   disclosure
        controls and  procedures (as defined in  Rule 13a-15(e) or Rule  15d-
        15(e) under  the Exchange Act)  as of the  end of  our second  fiscal
        quarter  of 2006.    Based on  such  evaluation, such  officers  have
        concluded that the  Company's disclosure controls and procedures  are
        effective.

      (b) Changes in Internal Control Over Financial Reporting

          There has  been no  significant change  in the  Company's  internal
        control over  financial reporting that  was identified in  connection
        with our evaluation that  occurred during the quarter ended June  30,
        2006,  that has  materially  affected,  or is  reasonably  likely  to
        materially  affect, the  Company's  internal control  over  financial
        reporting.


                         PART II.  OTHER INFORMATION


 ITEM 1.  LEGAL PROCEEDINGS

      There have been no material  developments in the litigation  previously
 reported in the Company's 2005 Annual Report on Form 10-K.


 ITEM 1A.  RISK FACTORS

      There have  been no  material changes  in the  risk factors  previously
 reported in the Company's 2005 Annual Report on Form 10-K.


 ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

      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.

      During  the period  from January 1, 2006,  through  June 30, 2006,  the
 Company issued 240,000 shares  of common stock relating  to the exercise  of
 outstanding stock  options for  an aggregate  exercise price  of  $2,913,000
 (including income  tax benefit).  During the  period from  January 1,  2006,
 through June 30,  2006, the Company  issued 337,000 shares  of common  stock
 relating to  the exercise  of outstanding  stock warrants  for an  aggregate
 exercise price of $2,657,000 (including income tax benefit).

      The transactions  set  forth in  the  above paragraphs  were  completed
 pursuant to  either  Section 4(2)  of  the Securities  Act  or Rule  506  of
 Regulation D of the Securities Act.  With respect to issuances made pursuant
 to Section 4(2) of the Securities Act, the transactions did not involve  any
 public offering and were sold to a limited group of persons.  Each recipient
 either received  adequate  information  about the  Company  or  had  access,
 through employment  or other  relationships, to  such information,  and  the
 Company determined that each recipient had such knowledge and experience  in
 financial and business matters  that they were able  to evaluate the  merits
 and risks of an investment in the  Company.  With respect to issuances  made
 pursuant to Rule  506 of  Regulation D of  the Securities  Act, the  Company
 determined that each purchaser  was an "accredited  investor" as defined  in
 Rule 501(a) under the Securities Act.  All sales of the Company's securities
 were made  by officers of the  Company who received  no commission or  other
 remuneration  for  the  solicitation  of  any  person   in  connection  with
 the respective  sales  of  securities  described above.  The  recipients  of
 securities  represented  their  intention  to  acquire  the  securities  for
 investment only and not with a  view to or for  sale in connection with  any
 distribution thereof  and  appropriate legends  were  affixed to  the  share
 certificates and other instruments issued in such transactions.

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

      In June 2006, the Company's Board of Directors authorized a new program
 for the repurchase  of  up to 2,000,000  additional shares  of First  Cash's
 outstanding common stock.  During  the Second Quarter  of 2006, the  Company
 repurchased a total of 461,000 common shares under the new stock  repurchase
 plan for an aggregate purchase price of $8,848,000 or $19.21 per share.

      The following table provides the information with respect to  purchases
 made by the Company of shares of its common stock during each month that the
 programs were in effect during the Second Quarter of 2006:

                       Total     Average    Total Number of     Maximum Number
                      Number     Price   Shares Purchased as  Of Shares that May
                     Of Shares  Paid Per    Part of Publicly    Yet Be Purchased
                     Purchased   Share      Announced Plans     Under the Plans
                     ---------   -----      ---------------     ---------------
 April 1 through
   April 30, 2006           -        -                  -            801,612
 May 1 through
   May 31, 2006       475,200   $19.89            475,200            326,412
 June 1 through
   June 30, 2006      787,068   $19.44            787,068          1,539,344
                    ---------                   ---------
     Total          1,262,268   $19.61          1,262,268
                    =========                   =========


 ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

    Not Applicable


 ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    On  June  7,  2006,   the  Company  held  the   annual  meeting  of   its
 stockholders.  Of  the  32,052,172  issued  and  outstanding  common  shares
 entitled to vote at  the meeting, 26,005,182 of  the common shares voted  in
 person or by proxy.  The shareholders  voted affirmatively on the  following
 two proposals:

 1. The stockholders ratified the re-election of three directors:

                      FOR         %    WITHHELD     %
                   ----------   ----   ---------   ---
    Rick Wessel    24,718,455   95.1   1,286,727   4.9
    Richard Burke  24,074,214   92.6   1,930,968   7.4
    Joe Love       23,681,250   91.1   2,323,932   8.9

 2. The stockholders  ratified the  selection of Hein  &  Associates  LLP  as
    independent auditors of the Company for the year ended December 31, 2006:

          FOR          %     AGAINST     %     ABSTAIN     %
       ----------    ----    -------    ---    -------    ---
       25,894,596    99.6    55,939     0.2     54,647    0.2


 ITEM 5.  OTHER INFORMATION

    None


 ITEM 6.  EXHIBITS

          Exhibits:

          31.1  Certification Pursuant to Section  302 of the  Sarbanes-Oxley
                Act provided by J. Alan Barron, Chief Executive Officer

          31.2  Certification Pursuant to Section  302 of the  Sarbanes-Oxley
                Act provided by R. Douglas Orr, Chief Financial Officer

          32.1  Certification Pursuant to 18 U.S.C. Section 1350, as  Adopted
                Pursuant to Section  906 of  the Sarbanes-Oxley  Act of  2002
                provided by J.  Alan Barron, Chief  Executive Officer and  R.
                Douglas Orr, Chief Financial Officer



                                  SIGNATURES


   Pursuant to the requirements of  the Securities Exchange Act of 1934,  the
 registrant has duly caused  this report to  be signed on  its behalf by  the
 undersigned thereunto duly authorized.


 Dated:  August 2, 2006        FIRST CASH FINANCIAL SERVICES, INC.
                               -----------------------------------
                               (Registrant)

                               /s/ J. ALAN BARRON
                               -----------------------
                               J. Alan Barron
                               Chief Executive Officer
                               (Principal Executive Officer)

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

<PAGE>

                              INDEX TO EXHIBITS


  EXHIBIT
  NUMBER                   DESCRIPTION
  ------                   -----------
   31.1    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
           provided by J. Alan Barron, Chief Executive Officer

   31.2    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
           provided by R. Douglas Orr, Chief Financial Officer

   32.1    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
           Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 provided
           by J. Alan Barron, Chief Executive Officer and R. Douglas Orr,
           Chief Financial Officer