EXHIBIT 3

                             AMENDED AND RESTATED
                       CERTIFICATE OF INCORPORATION OF
                     FIRST CASH FINANCIAL SERVICES, INC.

      First Cash  Financial  Services,  Inc.,  a  Delaware  corporation  (the
 "Corporation"), which was  originally incorporated under  the name of  First
 Cash Acquisition,  Inc.  on April  24,  1991, hereby  adopts  the  following
 Amended and Restated Certificate of  Incorporation pursuant to Sections  242
 and 245 of the Delaware General Corporation Law:

                                  ARTICLE I

      The name of the Corporation shall be First Cash Financial Services,
 Inc.

                                  ARTICLE II

      The original Restated Certificate of Incorporation was filed in the
 office of the Secretary of State of Delaware on November 30, 1992.

                                 ARTICLE III

      The address  of the  Corporation's registered  office in  the State  of
 Delaware is 919 Market  Street, Suite 1600,  Wilmington, New Castle  County,
 Delaware 19801, and the name of its registered agent at such address is  The
 Delaware Corporation Agency, Inc.

                                  ARTICLE IV

      The purpose of the Corporation is to engage in any lawful act or
 activity for which corporations may be organized under the Delaware General
 Corporation Law.

                                  ARTICLE V

      The period of duration of the Corporation is perpetual.

                                  ARTICLE VI

      The total number of  shares of stock which  the Corporation shall  have
 authority to issue is 100,000,000 consisting of 90,000,000 shares of  common
 stock, par value $.01 per share (the "Common Stock"), and 10,000,000  shares
 of preferred stock, par value $.01 per share (the "Preferred Stock").

      Shares of Preferred Stock of the Corporation may be issued from time to
 time in one or more classes or series,  each of which class or series  shall
 have such voting  powers, full  or limited, or  no voting  powers, and  such
 designations, preferences  and relative,  participating, optional  or  other
 special rights, and qualifications, limitations or restrictions thereof,  as
 shall be stated in such resolution or resolutions providing for the issue of
 such class or series of Preferred Stock as may be adopted from time to  time
 by the  board of  directors prior  to  the issuance  of any  shares  thereof
 pursuant to the authority hereby expressly  vested in it, all in  accordance
 with the laws of the State of Delaware.

                                 ARTICLE VII

      The business and  affairs of  the Corporation  shall be  managed by  or
 under the direction of  the board of directors  consisting of not less  than
 one nor  more  than  15 directors,  the  exact  number of  directors  to  be
 determined from  time  to  time  by  resolution  adopted  by  the  board  of
 directors.  The  directors of the  Corporation shall be  divided into  three
 classes, designated  Class I,  Class II  and Class  III.   Each class  shall
 consist, as  nearly  as  possible,  of one-third  of  the  total  number  of
 directors constituting the entire board of directors.  The term of office of
 the Class III directors  will expire at the  annual meeting of  stockholders
 next ensuing;  the term  of the  Class  II directors  will expire  one  year
 thereafter; and the term of office of the Class I directors will expire  two
 years thereafter.  Beginning with the  next annual meeting of  stockholders,
 successors to  the class  of directors  whose term  expires at  that  annual
 meeting shall be elected for a three-year term.  If the number of  directors
 is changed, any increase or decrease shall be apportioned among the  classes
 so as to maintain the number of directors  in each class as nearly equal  as
 possible, and  any additional  directors  of any  class  elected to  fill  a
 vacancy resulting from  an increase in  such class shall  hold office for  a
 term that shall coincide with  the remaining term of  that class, but in  no
 case will a  decrease in the  number of directors  shorten the  term of  any
 incumbent director.  A director shall  hold office until the annual  meeting
 for the year  in which his  term expires and  until his  successor shall  be
 elected and shall  qualify, subject, however,  to prior death,  resignation,
 retirement, disqualification or  removal from office.   Any  vacancy on  the
 board of directors howsoever resulting, may  be filled by a majority of  the
 directors then  in office,  even if  less  than a  quorum,  or by  the  sole
 remaining director.   Any  director elected  to fill  a vacancy  shall  hold
 office for a term that shall  coincide with the term  of the class to  which
 such director shall have been elected.

      Notwithstanding the foregoing, whenever the holders of any one or  more
 classes or series of  Preferred Stock issued by  the Corporation shall  have
 the right, voting separately  by class or series,  to elect directors at  an
 annual or special  meeting of stockholders,  the election,  term of  office,
 filling vacancies and other features of such directorships shall be governed
 by the  terms of  this Certificate  of Incorporation  or the  resolution  or
 resolutions adopted by the board of directors pursuant to Article VI hereof,
 and such directors so elected shall not be divided into classes pursuant  to
 this Article VII, unless expressly provided by such terms.

      Subject to the rights,  if any, of the  holders of shares of  Preferred
 Stock then outstanding, any or all  of the directors of the Corporation  may
 be removed from  office at  any time, but  only for  cause and  only by  the
 affirmative vote of the holders of  a majority of the outstanding shares  of
 the  Corporation  then  entitled  to  vote  generally  in  the  election  of
 directors, considered for purposes of this Article VII as one class.

      The foregoing Article may be amended, altered, repealed or rescinded by
 the affirmative vote of  sixty-six and two-thirds percent  (66 2/3%) of  the
 outstanding stock of the Corporation entitled to vote.

                                 ARTICLE VIII

      Any action required or permitted to  be taken at any annual or  special
 meeting of stockholders may be taken only upon the vote of the  stockholders
 at an annual or special meeting duly noticed and called, as provided in  the
 Bylaws of the Corporation, and may not be taken by a written consent of  the
 stockholders pursuant to the Delaware General Corporation Law.

                                  ARTICLE IX

      No director  of  the Corporation  shall  be personally  liable  to  the
 Corporation or  its stockholders  for monetary  damages  for any  breach  of
 fiduciary duty  by  such  director  as  a  director.    Notwithstanding  the
 foregoing sentence, a  director shall be  liable to the  extent provided  by
 applicable law (i) for any breach of  the director's duty of loyalty to  the
 Corporation or its  stockholders, (ii)  for acts  or omissions  not in  good
 faith or which involve intentional misconduct or a knowing violation of law,
 (iii) pursuant to Section  174 of the Delaware  General Corporation Law,  or
 (iv) for  any  transaction from  which  such director  derived  an  improper
 personal benefit.

                                  ARTICLE X

      (a)  Each person who was or is made a party or is threatened to be made
 a party to or is involved in any action, suit or proceeding, whether  civil,
 criminal, administrative or investigative  (hereinafter a "proceeding"),  by
 reason of the fact  that he or she,  or a person  of whom he  or she is  the
 legal representative, is or was a director or officer of the Corporation  or
 is or was serving at the request of the Corporation as a director,  officer,
 employee or agent of another corporation or of a partnership, joint venture,
 trust or  other  enterprise,  including service  with  respect  to  employee
 benefit plans, whether the basis of such proceeding is alleged action in  an
 official capacity as a director, officer, employee or agent or in any  other
 capacity while serving as a director,  officer, employee or agent, shall  be
 indemnified and  held harmless  by the  Corporation  to the  fullest  extent
 authorized by the Law, as the same exists or may hereafter be amended  (but,
 in the case of any  such amendment, only to  the extent that such  amendment
 permits the Corporation to provide broader indemnification rights than  said
 law permitted the Corporation to provide  prior to such amendment),  against
 all expense,  liability  and  loss (including  attorneys'  fees,  judgments,
 fines, ERISA excise taxes  or penalties and  amounts paid or  to be paid  in
 settlement) reasonably incurred  or suffered  by such  person in  connection
 therewith and such  indemnification shall continue  as to a  person who  has
 ceased to be a director, officer, employee  or agent and shall inure to  the
 benefit of  his  or her  heirs,  executors and  administrators:    provided,
 however, that, except as provided in  paragraph (b) hereof, the  Corporation
 shall indemnify any such person seeking indemnification in connection with a
 proceeding  (or  part  thereof)  initiated  by  such  person  only  if  such
 proceeding (or part thereof) was authorized by the board of directors of the
 Corporation.  The right to indemnification  conferred in this Article  shall
 be a  contract  right  and  shall  include the  right  to  be  paid  by  the
 Corporation the  expenses  incurred  in defending  any  such  proceeding  in
 advance of  its  final disposition:  provided,  however, that,  if  the  Law
 requires, the payment of such expenses incurred by a director or officer  in
 his or her capacity as a director or officer (and not in any other  capacity
 in which service  was or  is rendered  by such  person while  a director  or
 officer, including, without limitation, service to an employee benefit plan)
 in advance of the final disposition of a proceeding shall be made only  upon
 delivery to  the Corporation  of an  undertaking, by  or on  behalf of  such
 director or officer, to repay all amounts so advanced if it shall ultimately
 be  determined  that  such  director  or  officer  is  not  entitled  to  be
 indemnified   under this  Article or  otherwise.   The Corporation  may,  by
 action of its board of directors,  provide indemnification to employees  and
 agents of the Corporation  with the same scope  and effect as the  foregoing
 indemnification of directors and officers.

      (b)  If a claim under paragraph (a) of this Article is not paid in full
 by the  Corporation  within thirty  days  after  a written  claim  has  been
 received by the Corporation, the claimant may, at any time thereafter, bring
 suit against the Corporation to recover the unpaid amount of the claim  and,
 if successful in whole or in part, the claimant shall be entitled to be paid
 also the expense of prosecuting such  claim.  It shall  be a defense to  any
 such action (other than  an action brought to  enforce a claim for  expenses
 incurred in defending  any proceeding in  advance of  its final  disposition
 where the required undertaking, if any is required, has been tendered to the
 Corporation) that the claimant  has not met the  standards of conduct  which
 make it  permissible under  the Law  for the  Corporation to  indemnify  the
 claimant for the  amount claimed,  but the  burden of  proving such  defense
 shall be  on  the Corporation.    Neither  the failure  of  the  Corporation
 (including its  board  of  directors,  independent  legal  counsel,  or  its
 stockholders) to have made a determination prior to the commencement of such
 action that indemnification of the claimant  is proper in the  circumstances
 because he or she has  met the applicable standard  of conduct set forth  in
 the Law, nor an actual determination by the Corporation (including its board
 of directors,  independent  legal counsel,  or  its stockholders)  that  the
 claimant has not met such applicable standard of conduct, shall be a defense
 to the action  or create a  presumption that the  claimant has  not met  the
 applicable standard of conduct.

      (c)  The right to indemnification and the payment of expenses  incurred
 in defending a proceeding in advance  of its final disposition conferred  in
 this Article shall not be exclusive of any other right which any person  may
 have or hereafter acquire under any statute, provision of the Certificate of
 Incorporation, bylaw,  agreement,  vote  of  stockholders  or  disinterested
 directors or otherwise.

      (d)  The Corporation may maintain insurance, at its expense, to protect
 itself and any director,  officer, employee or agent  of the Corporation  or
 another corporation, partnership, joint  venture, trust or other  enterprise
 against any such expense, liability or loss, whether or not the  Corporation
 would have  the  power  to  indemnify  such  person  against  such  expense,
 liability or loss under the Law.

                                  ARTICLE XI

      Whenever the Corporation shall be authorized to issue only one class of
 stock, each outstanding share shall entitle the holder thereof to notice of,
 and the  right  to vote  at,  any meeting  of  stockholders.   Whenever  the
 Corporation shall be authorized  to issue more than  one class of stock,  no
 outstanding share of any class of  stock which is denied voting power  under
 the provisions of the Certificate of Incorporation shall entitle the  holder
 thereof to the right to vote at  any meeting of stockholders, except as  the
 provisions of the Law shall otherwise require.

                                 ARTICLE XII

      The appraisal rights afforded by Section 262 of the Law, subject to the
 duties and  limitations  therein contained,  shall  attach to  any  proposed
 amendment of  this  Certificate  of Incorporation  which  shall  attempt  to
 impose, directly  or indirectly,  personal liability  for the  debts of  the
 Corporation on any stockholder or stockholders.

                                 ARTICLE XIII

      Whenever  a  compromise  or   arrangement  is  proposed  between   this
 Corporation and  its creditors  or any  class of  them and/or  between  this
 Corporation and  its  stockholders  or  any class  of  them,  any  court  of
 equitable jurisdiction within the State of Delaware may, on the  application
 in a  summary way  of this  Corporation or  of any  creditor or  stockholder
 thereof or on  the application of  any receiver or  receivers appointed  for
 this Corporation under Section 291 of Title 8 of the Delaware Code or on the
 application of  trustees in  dissolution or  of  any receiver  or  receivers
 appointed for this Corporation under Section 279 of Title 8 of the  Delaware
 Code order a meeting of the creditors  or class of creditors, and/or of  the
 stockholders or class of stockholders of  this Corporation, as the case  may
 be, to be summoned in such manner as the said court directs.  If a  majority
 in number representing three fourths in  value of the creditors or class  of
 creditors, and/or  of the  stockholders or  class  of stockholders  of  this
 Corporation, as the case may be, agree to any compromise or arrangement  and
 to any reorganization of this Corporation as consequence of such  compromise
 or  arrangement,  the   said  compromise   or  arrangement   and  the   said
 reorganization  shall,  if  sanctioned  by  the  court  to  which  the  said
 application has  been made,  be binding  on all  the creditors  or class  or
 creditors, and/or on all the stockholders or class of stockholders, of  this
 Corporation, as the case may be, and also on this Corporation.

                                 ARTICLE XIV

      In furtherance of,  and not in  limitation of the  powers conferred  by
 statute, the board of  directors is expressly  authorized to adopt,  repeal,
 alter, amend or rescind the Bylaws of the Corporation.

                                  ARTICLE XV

      The Corporation reserves the right to repeal, alter, amend, or  rescind
 any provision contained in this Certificate of Incorporation, in the  manner
 now or  hereafter  prescribed  by  statute,  and  all  rights  conferred  on
 stockholders herein are granted subject to this reservation.

                                 ARTICLE XVI

      The foregoing  Amended and  Restated Certificate  of Incorporation  was
 proposed by the board  of directors and adopted  by the stockholders in  the
 manner and by  the vote prescribed  by Section 242  of the Delaware  General
 Corporation Law.

      IN WITNESS  WHEREOF, the  undersigned Delaware  corporation has  caused
 this Amended  and Restated  Certificate of  Amendment to  be signed  by  its
 President and Secretary this the 8th day of July 2004.

                               First Cash Financial Services, Inc.


                               /s/Rick L. Wessel
                               President and Secretary