16

             SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, DC  20549
                          FORM 10-K
                              
(Mark One)
          [x]
          ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d)  OF
          THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended September 30, 1997
                             OR

          []
          TRANSITION REPORT PURSUANT TO SECTION 13 OR  15(d)
          OF  THE  SECURITIES EXCHANGE ACT OF 1934  [NO  FEE
          REQUIRED]

For   the   transition   period   from   ______________   to
_____________

               Commission File Number 0-19424
               _______________________________
                        EZCORP, INC.
   (Exact name of registrant as specified in its charter)
                              
                Delaware                        74-2540145
     (State or other jurisdiction of          (IRS Employer
     incorporation or organization)      Identification No.)

     1901 Capital Parkway
     Austin, Texas                                    78746
     (Address of principal executive offices)     (Zip code)
                              
  Registrant's telephone number, including area code:
                      (512) 314-3400
            ____________________________________
                              
 Securities Registered Pursuant to Section 12(b) of the Act:
                              
                            None
                              
 Securities Registered Pursuant to Section 12(g) of the Act:
     
                                      Name of Each Exchange
   Title of Each Class                 on Which Registered
   -------------------                ---------------------
   Class A Non-voting Common Stock   The Nasdaq Stock Market
     $.01 par value per share
                              
      Indicate by check mark whether the registrant (1)  has
filed  all  reports required to be filed by  Section  13  or
15(d)  of  the  Securities Exchange Act of 1934  during  the
preceding  12  months (or for such shorter period  that  the
registrant was required to file such reports), and  (2)  has
been  subject to such filing requirements for  the  past  90
days.  Yes X No__

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

      The  only class of voting securities of the registrant
issued  and outstanding is the Class B Voting Common  Stock,
par  value  $.01 per share, 100% of which is  owned  by  two
record  holders,  one  of  whom  is  an  affiliate  of   the
registrant.   There is no trading market  for  the  Class  B
Voting  Common  Stock.  The aggregate market  value  of  the
Class  A  Non-voting Common Stock held by non-affiliates  of
the  registrant as of December 1, 1997, based on the closing
price  on  the  Nasdaq Stock Market on such  date,  was  $90
million.

      As  of  December  1, 1997, 10,515,530  shares  of  the
registrant's Class A Non-Voting Common Stock, par value $.01
per  share and 1,480,301 shares of the registrant's Class  B
Voting   Common  Stock,  par  value  $.01  per  share   were
outstanding.

                        EZCORP, INC.
                YEAR ENDED SEPTEMBER 30, 1997
                     INDEX TO FORM 10-K
                              
Item                                               Page
 No.                                               No.

                        INTRODUCTION
                              
                           PART I.

1.   Business                                         2
2.   Property                                        13
3.   Legal Proceedings                               15
4.   Submission of Matters to a Vote 
     of Security Holders                             15

                          PART II.

5.   Market for Registrant's Common Equity and Related
     Stockholder Matters                             16
6.   Selected Financial Data                         16
7.   Management's Discussion and Analysis of Financial
     Condition and Results of Operations             18
8.   Financial Statements and Supplementary Data     23
9.   Changes in and Disagreements with Accountants on
     Accounting and Financial Disclosure             40

                          PART III.

10.  Directors and Executive Officers of the 
     Registrant                                      40
11.  Executive Compensation                          42
12.  Security Ownership of Certain Beneficial Owners and
     Management                                      47
13.  Certain Relationships and Related Party 
     Transactions                                    48

                          PART IV.

14.  Financial Statement Schedules, Exhibits, and 
     Reports on Forms 8-K                            50

                         SIGNATURES

                           PART I
Item 1. Business

     EZCORP, Inc. (the "Company") is a Delaware corporation;
its  principal executive offices are located at 1901 Capital
Parkway,  Austin, Texas  78746, and its telephone number  is
(512)  314-3400.  As used herein, the Company  includes  the
subsidiaries listed in Exhibit 22.1.

      The discussion in this section of this report contains
forward-looking   statements   that   involve   risks    and
uncertainties.   The Company's actual results  could  differ
materially from those discussed herein.  Factors that  could
cause or contribute to such differences include, but are not
limited  to,  those  discussed in  this  section  and  those
discussed elsewhere in this report.

General
      The Company is engaged in establishing, acquiring, and
operating pawnshops which function as convenient sources  of
consumer credit and as value-oriented specialty retailers of
primarily previously owned merchandise. Through its  lending
function,  the Company makes relatively small,  non-recourse
loans secured by pledges of tangible personal property.  The
Company contracts for a pawn service charge to compensate it
for  each  pawn loan. Pawn service charges, which  generally
range  from 12% to 300% per annum, are calculated  based  on
the dollar amount and duration of the loan and accounted for
approximately  44% of the Company's revenues  for  the  year
ended  September 30, 1997 ("Fiscal 1997"). In  Fiscal  1997,
approximately  78%  of the loans made by  the  Company  were
redeemed in full along with the payment of the pawn  service
charge  or  were renewed or extended through the payment  of
the pawn service charge. In most states in which the Company
operates,  collateral  is held one month  with  a  sixty-day
extension  period after which such collateral  is  forfeited
for resale.

      As  of  December  1,  1997, the Company  operated  249
locations:  151 in Texas, 24 in Colorado, 23 in Indiana,  13
in Alabama, 10 in Georgia, 9 in Oklahoma, 8 in Tennessee,  3
in  Mississippi, 3 in Louisiana, 2 in North Carolina,  1  in
Arkansas, 1 in Florida and 1 in Nevada.  The Company intends
to expand through the establishment or acquisition of stores
primarily  in  existing markets to form  efficient  regional
clusters.  The  Company  intends to expand  in  states  with
regulatory,  competitive,  and  demographic  characteristics
conducive to successful pawnshop operation.

      The pawnshop industry in the United States is a large,
highly   fragmented,  and  growing  industry.  The  industry
consists  of  over  10,000  pawnshops  owned  primarily   by
independent  operators  who  typically  own  one  to   three
locations.

Lending Activities
      The  Company is engaged in the business of making pawn
loans,  which  typically are relatively small,  non-recourse
loans  secured by pledges of tangible personal property.  As
of September 30, 1997, the Company had approximately 590,000
loans   outstanding,  representing  an  aggregate  principal
balance of $42.8 million. The Company contracts for  a  pawn
service  charge to compensate it for a pawn loan. A majority
of  the  Company's outstanding pawn loans are in  an  amount
that  permits pawn service charges of 20% per month or  240%
per  annum. For Fiscal 1997, pawn service charges  accounted
for approximately 44% of the Company's total revenues.

      Collateral  for the Company's pawn loans  consists  of
tangible  personal  property,  generally  jewelry,  consumer
electronics,  tools, firearms, and musical instruments.  The
Company  does  not  investigate the  creditworthiness  of  a
borrower,  but relies on the estimated resale value  of  the
pledged property, the probability of its redemption, and the
estimated time required to sell the item as a basis for  its
credit  decision. The amount that the Company is willing  to
lend  generally  ranges  from 20%  to  65%  of  the  pledged
property's estimated resale value depending on an evaluation
of these factors. The sources for the Company's determination 
of the resale value  of  collateral are  numerous and include 
catalogues, blue books, newspaper advertisements, and previous 
sales of similar merchandise.

      The  pledged property is held through the term of  the
loan,  which in Texas is one month with an automatic  60-day
grace  period, unless repaid or renewed earlier. The Company
seeks to maintain a redemption rate of between 70% and  80%,
and  in each of the Company's last three fiscal periods,  it
achieved this targeted redemption rate. The redemption  rate
is  maintained through loan policy and proper implementation
of  such  policy at the store level. If a borrower does  not
repay,  extend or renew a loan, the collateral is  forfeited
to the Company and then becomes inventory available for sale
in the Company's pawnshops. The Company does not record loan
losses  or  charge-offs because the principal amount  of  an
unpaid loan and any accrued pawn service charges become  the
carrying cost of the forfeited collateral, which is recorded
as  the  Company's  inventory.  The  Company  evaluates  the
salability  of  inventory  and  provides  an  allowance  for
valuation  of  inventory, based on the type of  merchandise,
recent sales trends and margins, and the age of merchandise.

      The table below shows the dollar amount of loans made,
loans  repaid, and loans forfeited for the Company  for  the
fiscal years ended September 30, 1995, 1996, and 1997:

                            Fiscal Years Ended September 30,
                              1995       1996      1997
                            --------------------------------
                                (dollars in millions)

     Loans made             $ 192.2    $ 151.4     $ 170.4
     Loans repaid            (137.9)    (105.7)     (108.9)
     Loans forfeited          (52.3)     (50.8)      (53.3)
                             ------     ------      ------
     Net increase (decrease) in pawn
     loans outstanding at
     the end of the year    $   2.0    $  (5.1)    $   8.2
                             ======     ======      ======
     
      The  realization of gross profit on sales of inventory
primarily depends on the Company's initial assessment of the
property's  estimated resale value. Improper  assessment  of
the  resale value of the collateral in the lending  function
can  result  in  reduced marketability of the  property  and
resale  of the property for an amount less than the carrying
cost   of   the   property.   Jewelry,   which   constitutes
approximately 60% of the principal amount of items  pledged,
can  be  evaluated primarily based on weight, carat content,
and  value  of  gemstones, if any. The  other  items  pawned
typically  consist of consumer electronics, tools, firearms,
and musical instruments.

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

      Of  the  Company's 249 locations in  operation  as  of
December  1,  1997,  151  were  stores  located  in   Texas.
Accordingly,   Texas  pawnshop  laws   have   the   greatest
application to the Company's operations. In Texas,  pawnshop
operations  are  regulated by the State of Texas  Office  of
Consumer  Credit Commissioner in accordance with Chapter  51
of  the  Texas  Credit Code, commonly  known  as  the  Texas
Pawnshop Act (the "Pawnshop Act"). See "Regulation."

       The  maximum  allowable  pawn  service  charges   for
stratified loan amounts made in the State of Texas  are  set
in  accordance  with  Texas  law  under  the  Pawnshop  Act.
Historically,  the  maximum allowable pawn  service  charges
under  Texas  law have not changed; however, the  stratified
loan  amounts  have been adjusted upward by nominal  amounts
each  year. The maximum allowable pawn service charges under
the Pawnshop Act for the various stratified loan amounts for

the  year beginning July 1, 1996, and ending June 30,  1997,
and for the year beginning July 1, 1997, and ending June 30,
1998, are as follows:

    Schedule of Applicable Loan Service Charges for Texas

     Year Ending June 30, 1997   Year Ending June 30, 1998
                       Maximum                     Maximum
                     Allowable                   Allowable
                        Annual                      Annual
    Amount Financed Percentage  Amount Financed Percentage
     Per Pawn Loan        Rate   Per Pawn Loan        Rate
    --------------  ----------  --------------  ----------
        $1 to $132        240%      $1 to $135        240%
   $132.01 to $440        180%    $136 to $450        180%
 $440.01 to $1,320         30%  $451 to $1,350         30%
$1,320.01 to $11,000       12% $1,351 to $11,250       12%

      Under  Texas  law, there is a ceiling on  the  maximum
allowable  pawn  loan. For the period July 1,  1996  through
June  30, 1997, the loan ceiling was $11,000. For the period
July  1,  1997  through June 30, 1998, the loan  ceiling  is
$11,250.  The Company's average loan amount for Fiscal  1997
was approximately $73.

Retail Activities
      Jewelry  sales  represent  approximately  60%  of  the
Company's   merchandise  sales  with  the  remaining   sales
consisting   primarily  of  consumer   electronics,   tools,
firearms, and musical instruments. The Company believes  its
ability   to  offer  quality  used  merchandise  at   prices
significantly  lower  than original retail  prices  attracts
value-conscious customers. The Company obtains its inventory
primarily  from  unredeemed  collateral,  and  to  a  lesser
extent,  from  purchases from the general  public  and  from
wholesale  sources.  For  Fiscal 1997,  purchases  from  the
general   public  and  from  wholesale  sources  constituted
approximately  7%  of  the  dollar  value  of   inflows   to
inventory.  During Fiscal 1997, $82.1 million of merchandise
was added to inventory through forfeited collateral. Of such
amount,  approximately $53.3 million was from the  principal
amount of unredeemed pawn loans, and $28.8 million was  from
accrued  service charges. For Fiscal 1997, retail activities
accounted  for  approximately 56%  of  the  Company's  total
revenues,  but only 18% of the Company's net revenue,  after
deducting cost of goods sold on merchandise sales.

      The  Company  utilizes  market  pricing  and  customer
purchasing  decision  studies to better  define  its  retail
customers and their buying habits. Analysis of the sales and
inventory   data   provided  by  the  Company's   management
information systems facilitate the design of promotional and
merchandising  programs and merchandise  pricing  decisions.
Regional   merchandising  managers  develop  and   implement
promotional  and merchandising programs, review  merchandise
pricing  decisions  and  balance  inventory  levels   within
markets.  During  Fiscal  1997,  the  Company  continued  to
upgrade  merchandise presentations through improved category
merchandise displays and better retail signage.

      The  Company  does  not  give prospective  buyers  any
warranties  on  most  merchandise sold  through  its  retail
operations, except for certain purchases of new,  wholesale-
purchased   merchandise,   which   may   have   a    limited
manufacturer's warranty. Prospective buyers may purchase  an
item  on layaway through the Company's "EZ Layaway" program.
Through  EZ Layaway, a prospective purchaser will  typically
put  down a minimum of 20% of an item's purchase price as  a
customer layaway deposit. The Company will
hold  the item for a 90-day period during which the customer
is required to pay for the item in full. As of September 30,
1997,  the  Company  had  $2  million  in  customer  layaway
deposits and related payments.

      The Company's overall inventory is stated at the lower
of  cost  or market. The Company provides inventory reserves
for  shrinkage  and  cost in excess  of  market  value.  The
Company  has  continued to refine the method  of  estimating
these  reserves through further study and analysis of  sales
trends,  inventory  aging, shrinkage,  and  losses  on  aged

inventory.   Valuation   allowances,   including   shrinkage
reserves, amounted to $6.9 million as of September 30, 1997.
At  September  30, 1997, total inventory on hand  was  $39.3
million,  after  deducting an allowance  for  shrinkage  and
valuation of inventory.

Seasonality
      Historically, pawn service charge revenues are highest
in  the  Company's fiscal fourth quarter (July,  August  and
September)  due  to  higher loan demand  during  the  summer
months  and  merchandise sales are highest in the  Company's
fiscal  first  and  second fiscal quarters (October  through
March) due to the holiday season and tax refunds.

Operations

General
       The  typical  Company  location  is  a  free-standing
building or part of a retail strip center. Nearly all of the
Company's   pawnshop   locations  have  contiguous   parking
facilities.  Store interiors are designed to resemble  small
discount operations and attractively display merchandise  by
category.  Distinctive exterior design  and  attractive  in-
store  signage provide an appealing atmosphere to customers.
The  typical  store has approximately 2,000 square  feet  of
retail  space and approximately 4,000 square feet  dedicated
to  lending activities (principally collateral storage). The
Company  maintains property and general liability  insurance
for each of its pawnshops. The Company's stores are open six
or seven days a week, depending on location.

Store Management
      A  typical  Company store employs five to  six  people
consisting of a manager, an assistant manager, and three  to
four  sales and lending representatives. Store managers  are
specifically  responsible for ensuring that their  store  is
run  in  accordance with the Company's established  policies
and  procedures, and for operating their store according  to
performance  parameters consistent with the Company's  store
operating  guidelines.  Each  manager  reports  to  one   of
approximately 29 area managers who are responsible  for  the
stores within a specific operating region. Area managers are
responsible  for the performance of all stores within  their
area  and  report  to one of three regional  directors.  The
regional directors report to the President of the Company.

Management Information Systems and Controls
      The  Company  has a store level point  of  sale  (POS)
system  that  automates  the recording  of  all  store-level
transactions.  Financial summary data  from  all  stores  is
retrieved and processed at the corporate office each day and
is  available for management review by early morning for the
preceding  day's transactions. This information is available
to  field management via the Company's internal network. The
Company's  communications network provides  access  to  each
store from the corporate offices.

      During 1997, the Company began the development of  the
next  generation  of its POS system.  This new  system  will
provide   additional  store  level  functionality,   enhance
reporting  and  controls and provide software  and  hardware
scalability.  The Company plans to beta test this new system
in  its second fiscal 1998 quarter and, based on the success
of  this test, install the system chain wide by the  end  of
fiscal  1998.  Also, the Company has invested  in  its  home
office  systems  with  the creation of  a  centralized  data
warehouse  and is in the process of replacing its  financial
and   human  resource  information  systems.   The   Company
believes  that  these systems will provide better  tools  to
analyze, monitor, manage and control the business.

      The Year 2000 issue is the result of computer programs
being  written  using  two  digits  rather  than  four  (for
example, "97" for 1997) to define the applicable year.   Any
of  the Company's programs that have time-sensitive software
may recognize a date using "00" as the year 1900 rather than
the  year  2000.   In some cases, the new  date  will  cause
computers to stop operating, while in other cases, incorrect
output  may result.  Since the Company is currently  in  the
process of replacing and upgrading its computer hardware and
software systems, the Company believes that there is  little
business risk attributable to the Year 2000 issue.

       The   Company   has  an  internal  audit   staff   of
approximately  16  employees to ensure  that  the  Company's
policies  and  procedures  are  consistently  followed.   In
addition,  the  audit department carefully  monitors,  among
other  things,  the  Company's perpetual  inventory  system,
lending practices and regulatory compliance.

Personnel
       As  of  September  30,  1997,  the  Company  employed
approximately  1,800  people,  including  approximately  200
management   and  administrative  personnel.   The   Company
believes  that  its  profitability  is  dependent  upon  its
employees'  ability  to  make  loans  that  achieve  optimum
redemption  rates,  to sell retail merchandise  effectively,
and  to  provide prompt and courteous customer service.  The
Company  seeks  to  hire people who will  become  long-term,
career   employees.  To  achieve  the  Company's  long-range
personnel   goals,  the  Company  strives  to  develop   its
employees  through a combination of classroom  training  and
supervised  on-the-job  loan  and  sales  training  for  new
employees.

       Assistant   managers  receive  additional   training,
primarily  on-the-job,  focusing on  product  knowledge  and
inventory  management. Managers attend  on-going  management
skills   and   operations  performance  training.   Regional
directors  and area managers receive leadership training  in
utilizing  their  human resources to increase  each  store's
profitability.  The Company's management believes  that  its
managers, at all levels, are the principal trainers  in  the
organization.

     The Company anticipates that the store managers for new
stores will be promoted primarily from the ranks of existing
store  employees  and has created a process for  forecasting
future  needs and identifying potential internal  candidates
for position openings. The Company's career development plan
not only develops and advances employees within the Company,
but also provides training for the efficient integration  of
experienced retail managers and pawnbrokers from outside the
Company.

      In  Texas,  each pawnshop employee is required  to  be
licensed in order to make loans or sell merchandise  and  is
required to file for that license within 30 days of the date
of  hire.  The  licensing fee is $65.00  and  encompasses  a
review of the individual's personal background. Licenses are
renewed annually at a fee of $10.00; renewals also entail  a
review of each individual's personal background.

Trade Name
      The  Company historically operated its pawnshops under
the  "U-Pawn-It" and "EZ Pawn" names. In 1991,  the  Company
began  converting stores to the "EZ Pawn" name. The  Company
now  operates virtually all of its pawnshops under the  name
"EZ  Pawn."  The Company has registered the mark "E-Z  Pawn"
with the United States Patent and Trademark Office.

Growth and Expansion
      During  Fiscal 1997, the Company established five  (5)
stores.  The  Company  plans to continue  its  expansion  in
existing  markets and to enter new markets in  other  states
which   have   regulatory,  demographic,   and   competitive
characteristics  that are conducive to  successful  pawnshop
operations.  The  Company  seeks to  establish  clusters  of
stores   in  specific  geographic  regions  depending   upon
individual market demographics. In this manner, the  Company
expects  to  achieve certain economies of scale relative  to
its   advertising,  name  recognition,  and  managerial  and
administrative costs.

      The  eleven (11) most recently established stores with
twelve  full months of operating data, opened by the Company
through  September  30,  1997,  required  an  average  gross
investment  (including inventory, pawn loans  and  property,
plant  and equipment) of approximately $350,000 per pawnshop
during the first twelve months of operation.

     The Company's expansion program is dependent on several
variables, such as the availability of acceptable  sites  or
acquisition   candidates   and  qualified   personnel.   The
Company's ability to add newly established stores  in  Texas
counties  having a population of 250,000 or  more  has  been
adversely  affected  by  Texas law  which  became  effective
September  1, 1991, which requires a finding of public  need

and  probable  profitability by the  Texas  Consumer  Credit
Commissioner  as  a  condition to the issuance  of  any  new
pawnshop license in such counties. Since September 1,  1991,
the  Company  has opened or acquired 51 locations  in  Texas
counties  having  a  population of less  than  250,000.  See
"Regulation."

Competition
      The  Company  encounters  significant  competition  in
connection  with  the  operation  of  its  business.   These
competitive  conditions may adversely affect  the  Company's
revenues,  profitability,  and its  ability  to  expand.  In
connection  with the lending of money, the Company  competes
primarily  with  other  pawnshops.  The  majority   of   the
Company's competitors are independently owned pawnshops. The
Company  is  the  second  largest  publicly  held  chain  of
pawnshops  in  the United States. The Company believes  that
the primary elements of competition in the pawnshop business
are   store  location  and  design,  the  ability  to   loan
competitive  amounts on items pawned, management  of  store-
level  employees,  and the quality of customer  service.  In
addition, as the pawnshop industry consolidates, the Company
believes  that  the ability to compete effectively  will  be
based  increasingly  on strong general management,  regional
market focus, automated management information systems,  and
access  to  capital. Some of the Company's  competitors  may
have greater financial resources than the Company.

      To  a  certain extent, the Company also competes  with
other  types  of  financial institutions  such  as  consumer
finance  companies, which generally lend on an unsecured  as
well  as secured basis. Other lenders may and do lend  money
on  an  unsecured basis, at interest rates which  are  lower
than  the service charges of the Company, and on other terms
more favorable than those offered by the Company.

      The Company's competitors, in connection with the sale
of   merchandise,  include  numerous  retail  and  wholesale
stores,  including  jewelry  stores,  gun  stores,  discount
retail stores, consumer electronics stores, other pawnshops,
and   other   retailers  of  previously  owned  merchandise.
Competitive  factors  in  the  Company's  retail  operations
include  the  ability to provide the customer a  variety  of
merchandise at an exceptional value. On a retail level,  the
Company  competes  with numerous other  retailers  who  have
significantly greater financial resources than the Company.

Regulation

Pawnshop Operations
      The  Company's  pawnshop  operations  are  subject  to
extensive  regulation,  supervision,  and  licensing   under
various federal, state, and local statutes, ordinances,  and
regulations. Of the Company's 249 locations as  of  December
1, 1997, 151 were in Texas. Accordingly, Texas pawnshop laws
have  the  greatest application to the Company's operations.
The  laws  of Colorado, Indiana, Alabama, Georgia, Oklahoma,
Tennessee, Mississippi, Louisiana, North Carolina, Arkansas,
Florida  and  Nevada also have application to the  Company's
pawnshop  operations in those states. At December  1,  1997,
the  Company's  pawnshops were located as  follows:  151  in
Texas, 24 in Colorado, 23 in Indiana, 13 in Alabama,  10  in
Georgia, 9 in Oklahoma, 8 in Tennessee, 3 in Mississippi,  3
in  Louisiana,  2  in North Carolina, 1 in  Arkansas,  1  in
Florida  and 1 in Nevada. In the states in which the Company
operates  other than Texas, Oklahoma, and Alabama, pawnshops
are  subject to local regulation at the municipal and county
level,  which  regulation  may affect  the  ability  of  the
Company to expand its operations in those states.

Texas Pawnshop Regulations
      In Texas, pawnshops are governed by the Texas Pawnshop
Act  and the Rules of Operation promulgated thereunder,  and
are subject to licensing by and supervision of the State  of
Texas  Office of Consumer Credit Commissioner. In  addition,
pawnshops and pawnshop employees in Texas are required to be
licensed   by   the  Texas  Consumer  Credit   Commissioner.
Furthermore,  the  Company is required to supply  the  Texas
Consumer  Credit  Commissioner with  copies  of  information
filed with the Securities and Exchange Commission.

       The  maximum  allowable  pawn  service  charges   for
stratified loan amounts made in the State of Texas  are  set
in accordance with the Texas Pawnshop Act. Historically, the

maximum allowable pawn service charges under Texas law  have
not  changed; however, the stratified loan amounts have been
adjusted  upward by nominal amounts each year.  Under  Texas
law,  there is a ceiling on the maximum allowable pawn loan.
From  July  1, 1996 to June 30, 1997, the loan  ceiling  was
$11,000. For the period July 1, 1997 through June 30,  1998,
the  loan  ceiling  is  $11,250.  A  table  of  the  maximum
allowable pawn service charges under the Texas Pawnshop  Act
for the various stratified loan amounts for July 1, 1996  to
June 30, 1998 is presented in "Lending Activities."

      To be eligible for a license to operate a pawnshop  in
Texas,  an  applicant must: (i) be of good moral  character,
which  in  the  case of a business entity  applies  to  each
officer, director, and holder of five percent or more of the
entity's  outstanding  shares; (ii)  have  net  unencumbered
assets  (as defined in the Texas Pawnshop Act) of  at  least
$150,000  readily  available  for  use  in  conducting   the
business  of  each licensed pawnshop; (iii)  show  that  the
applicant  has  the  financial  responsibility,  experience,
character, and general fitness to command the confidence  of
the public in its operation; and (iv) show that the pawnshop
will be operated lawfully and fairly in accordance with  the
Texas  Pawnshop  Act.  Current  applications  to  the  Texas
Consumer  Credit Commissioner inquire, among  other  things,
into the applicant's credit history and criminal record.

      In addition, the Texas Pawnshop Act requires the Texas
Consumer  Credit  Commissioner to make  a  determination  of
public  need and probable profitability, in counties with  a
population  of 250,000 or more, for a new pawnshop  license,
or  for  a relocation of a pawnshop more than one mile  away
from  the existing address. The determination of public need
and  probable profitability may be made administratively  by
the  Commissioner; however, if a public hearing is requested
by  the Commissioner or by any pawnshop licensee that  would
be affected by the granting of the proposed application, the
determination of public need and probable profitability must
be  made in a public hearing with notice and opportunity for
all  affected  parties to participate.  For  a  new  license
application  in any Texas county, the Commissioner  provides
notice  of the application, and the opportunity for a public
hearing,  to the other licensed pawnshops in the  county  in
which  the applicant proposes to operate. The timeframe  for
the   license  application  approval  process  has  remained
unchanged for applications in counties of less than  250,000
population, with the Commissioner generally required by  law
to  process an application within 60 days of its receipt. In
counties  having a population of 250,000 or more, a  similar
timeframe  for  the  license  application  approval  process
exists  where no public hearing has been held, however,  the
public   hearing   process   can  increase   the   timeframe
substantially or result in no application approval  at  all.
The  Company's  ability to add newly established  stores  in
Texas  counties having a population of 250,000 or  more  has
been adversely affected by the referenced provisions of  the
Texas Pawnshop Act.

      The Texas Consumer Credit Commission may, after notice
and  hearing,  suspend or revoke any  license  for  a  Texas
pawnshop  upon  finding, among other things, that:  (i)  any
fees  or  charges have not been paid; (ii) the licensee  has
violated (whether knowingly or unknowingly without due care)
any  provisions of the Texas Pawnshop Act or any  regulation
or  order thereunder; or (iii) any fact or condition  exists
which,   if  it  had  existed  at  the  time  the   original
application  was filed for a license, would  have  justified
the Commissioner in refusing such license.

       The  Texas  Consumer  Credit  Commissioner  has  also
promulgated Rules of Operation which regulate the day-to-day
management  of the Company's pawnshops. Under  the  Pawnshop
Act and the Rules of Operation, a pawnbroker may not: accept
a  pledge from a person under the age of 18 years; make  any
agreement  requiring the personal liability of the borrower;
accept any waiver of any right or protection accorded  to  a
pledgor  under  the  Texas Pawnshop Act;  fail  to  exercise
reasonable  care  to  protect pledged  goods  from  loss  or
damage;  fail  to  return pledged goods to  a  pledgor  upon
payment  of  the  full  amount  due;  make  any  charge  for
insurance in connection with a pawn transaction; enter  into
any  pawn transaction that has a maturity date of more  than
one  month;  display  for  sale  in  storefront  windows  or
sidewalk  display cases: pistols, swords, canes,  blackjacks
and  similar  weapons;  or  purchase  used  or  second  hand
personal  property unless a record is established containing
the  name,  address, and identification  of  the  seller,  a
complete  description  of  the  property,  including  serial
number, and a signed statement that the seller has the right
to sell the property.

      The  Rules of Operation were amended effective October
1,  1994  to further provide that a pawnbroker must maintain
additional records relating to extensions of loans,  records
of payments, written receipts, titled goods, lost or damaged
goods,  and  records  of  requests  by  crime  victims   for
assistance in determining whether stolen property might have
been  pledged  to the pawnbroker. In addition,  the  amended
rules  require  the  filing  with  the  Commissioner  of   a
description   of  systems  and  programs   utilized   in   a
pawnbroker's   electronic  data   processing   system;   the
utilization  of  approved  safes for  jewelry  pledges;  the
maintenance of general liability insurance of not less  than
$500,000  per  occurrence;  and  the  maintenance  of   fire
insurance  or other credible evidence of financial resources
of  not  less  than two times the amount financed  plus  the
finance  charge on open jewelry loans and not less than  one
and  one-half  times the amount financed  plus  the  finance
charge on all other loans. The Company does not believe that
compliance  with  the amended rules has materially  impacted
the  Company's  operations.   There  can  be  no  assurance,
however,  that these amended rules will not have a  material
adverse effect on the Company.

Colorado Pawnshop Regulations
      Colorado law provides for the licensing and bonding of
pawnbrokers  in  that  state. It  also  requires  that  pawn
transactions  be  reported  to local  authorities  and  that
certain  bookkeeping records be maintained.  Under  Colorado
law,  the  maximum  allowable pawn service  charge  is  240%
annually  for  pawn loans up to $50, and 120%  annually  for
pawn loans in excess of $50.

Indiana Pawnshop Regulation
      The Company's Indiana operations are regulated by  the
Department   of   Financial  Institutions.  The   Department
requires all persons or entities to obtain a license to  act
as  a pawnbroker. The Indiana Pawnbroker's Act provides  for
the  Department of Financial Institutions to investigate the
general  fitness of the applicant, to determine whether  the
convenience  and  needs  of the public  will  be  served  by
granting  an applicant a license, and generally to  regulate
pawnshops in the state.

      The  Department  of Financial Institutions  has  broad
investigatory and enforcement authority under  the  statute.
The  Department may grant, revoke, and suspend licenses. For
compliance  purposes, pawnshops are required  to  keep  such
books,  accounts, and records as will enable the  Department
to  determine if the pawnshop is complying with the statute.
Each  pawnshop is required to give authorized agents of  the
Department  of  Financial Institutions free  access  to  its
books  and accounts for these purposes. The Indiana  statute
provides  for  the following annual rates of  interest  plus
pawn  service charges: 276% annually on transactions of $300
or  less;  261% annually on transactions greater than  $300,
but  not exceeding $1,000; and 255% annually on transactions
greater than $1,000.

Alabama Pawnshop Regulations
      The  Alabama Pawnshop Act regulates the licensing  and
operation of pawnshops in that state. The general fitness of
pawnshop applicants is investigated by the Supervisor of the
Bureau  of  Loans  of the State Department of  Banking.  The
Supervisor  also  issues  pawnshop  licenses.  The   Alabama
Pawnshop  Act requires that certain bookkeeping  records  be
maintained and made available to the Supervisor and to local
law   enforcement  authorities.  The  Alabama  Pawnshop  Act
establishes a maximum allowable pawn service charge of  300%
annually.

Georgia Pawnshop Regulations
      Georgia  state  law requires pawnbrokers  to  maintain
detailed permanent records concerning pawn transactions  and
to keep them available for inspection by duly authorized law
enforcement  authorities.  The  Georgia  statute   prohibits
pawnbrokers from failing to make entries of material matters
in  their  permanent  records, and  allows  duly  authorized
officers  to inspect such records. Under applicable  Georgia
statutes,  municipal  authorities may  license  pawnbrokers,
define  their  powers  and privileges by  ordinance,  impose
taxes  upon  them, revoke their licenses, and exercise  such
general supervision as will ensure fair dealing between  the
pawnbroker and the pawnshop customers.

      Georgia  law establishes a maximum allowable  rate  of
interest  and service charge of 25% of the principal  amount
of a pawn transaction for each thirty days. This annual rate
is  in  effect for the first 90 days of any pawn transaction
or  extension or continuation thereof. The maximum allowable
charge for interest and service charges is reduced to  12.5%
for  each thirty-day period thereafter. Georgia law requires
a  grace period after default on a pawn transaction.  During
the  grace  period, the pawnbroker may not sell the  pledged
item. The grace period is 30 days for motor vehicles and  10
days for all other pawn collateral.

Oklahoma Pawnshop Regulations
      The  Company's Oklahoma operations are subject to  the
Oklahoma  Pawnshop  Act.  Following substantially  the  same
statutory  scheme  as the Texas Pawnshop Act,  the  Oklahoma
Pawnshop   Act  provides  for,  among  other  matters,   the
licensing  and  bonding  of  pawnbrokers  in  Oklahoma   and
provides  for the Oklahoma Administrator of Consumer  Credit
to  investigate  the general fitness of  the  applicant  and
generally   regulate   pawnshops   in   that   state.    The
Administrator has broad rule-making authority  with  respect
to Oklahoma pawnshops.

      In  general,  the  Oklahoma  Pawnshop  Act  prescribes
stratified loan amounts and maximum rates of service charges
which  pawnbrokers in Oklahoma may charge for lending  money
in  Oklahoma  within each stratified range of loan  amounts.
The  regulations  provide  for a graduated  rate  structure,
similar  to the graduated rate structure utilized in federal
income tax computations. Under this method of calculation, a
$500 loan, for example, earns interest as follows: (1) first
$150  at 240% annually, (2) next $100 at 180% annually,  and
(3)  the  remaining  $250  at  120%  annually.  The  maximum
allowable  pawn  service charges for the various  stratified
loan amounts under the Oklahoma statute are as follows:

                                           Maximum Allowable
               Amount Financed             Annual Percentage
                Per Pawn Loan                     Rate
               ---------------             -----------------
          
                  $1 to $150                      240%
                $151 to $250                      180%
                $251 to $500                      120%
              $501 to $1,000                       60%
           $1,001 to $25,000                       36%

The  amount financed in Oklahoma may not exceed $25,000  per
pawn  transaction.  In addition, the Oklahoma  Pawnshop  Act
requires  each applicant to (1) be of good moral  character;
(2)  have net assets of at least $25,000; (3) show that  the
pawnshop  will  be operated lawfully and fairly  within  the
purpose of the Oklahoma Pawnshop Act; and (4) not have  been
convicted of any felony which directly relates to the duties
and responsibilities of the occupation of pawnbroker.

Tennessee Pawnshop Regulations
     Tennessee law provides for the licensing of pawnbrokers
in   that   state.  It  further  requires  (1)   that   pawn
transactions be reported to local law enforcement  agencies,
(2)  requires pawnbrokers to maintain insurance coverage  on
the  property held on pledge for the benefit of the pledgor,
(3) establishes certain hours during which pawnshops may  be
opened  for  business, and (4) requires certain  bookkeeping
records  be  maintained. Tennessee law prohibits pawnbrokers
from  selling, redeeming, or disposing of any goods  pledged
or  pawned to or with them within 15 days after making their
report to local law enforcement agencies.

      Applicable Tennessee law provides that pawnbrokers may
charge interest of 2% a month, plus service charge of 20% or
one-fifth  of  the amount of the loan for investigating  the
title,  storing and insuring the pledged goods, closing  the
loan, and for other expenses and losses associated with  the
loan.

Mississippi Pawnshop Regulations
     The Company's Mississippi operations are subject to the
Mississippi  Pawnshop  Act.  The  Mississippi  Pawnshop  Act
provides   for   regulation  to  be  administered   by   the
Commissioner  of Banking. Municipalities in  the  state  may
enact ordinances which are in compliance with, but not  more
restrictive than those in the Mississippi Pawnshop Act.

      The Mississippi Pawnshop Act provides for, among other
matters, the licensing of pawnbrokers. The Act also provides
for  the  Commissioner of Banking to investigate the general
fitness of the applicant and generally to regulate pawnshops
in   the  state.  The  Commissioner  has  broad  rule-making
authority   with  respect  to  Mississippi  pawnshops.   The
Mississippi  Pawnshop Act establishes  a  maximum  allowable
pawn service charge of 300% annually.

Louisiana Pawnshop Regulations
      The Company's Louisiana operations are governed by the
Louisiana  Pawnshop  Act. The statute gives  regulatory  and
enforcement  powers to the Commissioner  of  the  Office  of
Financial  Institutions  within the Department  of  Economic
Development. This statute provides for, among other  things,
the licensing and bonding of all pawnbrokers in Louisiana.

      Under  Louisiana  law, the maximum allowable  interest
charge  is 120% annually. In addition, pawnshops may collect
a  10%  service  charge  for  the  first  month  of  a  pawn
transaction.  Louisiana law requires that a pawnbroker  hold
jewelry that is pledged as collateral until the lapse of six
months prior to resale from the time the loan was entered or
extended.  The  law requires a three-month  lapse  on  other
items.

North Carolina Pawnshop Regulations
      In  North Carolina, a pawnbroker must obtain a license
by  showing  sufficient net assets and  moral  character  to
demonstrate that it will not operate to the detriment of the
public.  The applicable interest and service charges are  2%
per  month interest, and a monthly fee not to exceed 20% for
the  following:   (1)  title  investigation,  (2)  handling,
appraisal   and  storage,  (3)  insuring  a  security,   (4)
application fee, (5) making daily reports to law enforcement
or  other  services.  The total monthly fees may not  exceed
$100 in the first month, $75 in the second month, $75 in the
third  month, $50 in the fourth month and for any subsequent
months.  Pawn loans in North Carolina are to have a  30  day
loan term, with a 60 day grace period, after which time  the
collateral is subject to resale by the pawnbroker.

Arkansas Pawnshop Regulations
      Arkansas  law  does not provide for the  licensing  of
pawnbrokers   or  pawnshops  in  that  state.  By   statute,
pawnbrokers  must  maintain certain  records  of  each  pawn
transaction  and make those records available to  local  law
enforcement  agencies.  Arkansas law establishes  a  maximum
allowable interest rate of 17% annually; however, a pawnshop
operator may charge reasonable fees for investigating title,
storage, and other services.

Florida Pawnshop Regulations
       The   applicable   Florida   statute   provides   for
registrations of pawnbrokers with the Florida Department  of
Revenue.  That  agency has broad power to  adopt  rules  and
regulations  to effect the purposes of the statute,  and  to
impose  fines  for  violation of the statute's  registration
requirements. The law requires that the pawnbroker  maintain
detailed  records of all secondhand goods transactions,  and
to  deliver  such  records  to  the  appropriate  local  law
enforcement   agencies.  The  relevant  statute   does   not
establish  a maximum allowable rate of interest  or  service
charges.

     The Company's Florida transactions take the form of buy-
sell  agreements.  The property placed with a pawnbroker  is
subject  to  sale  or  disposal  when  the  seller  has  not
repurchased the property from the pawnbroker and  there  has
been  no payment on account made for a period of sixty  days
after  the  sale.  The  applicable Florida statute  provides
for registrations of pawnbrokers with the Florida Department
of  Revenue.  That agency has broad power to adopt rules and
regulations  to effectuate the purposes of the statute,  and
to  impose fines for violation of the statute's registration
requirements.  The law requires that the pawnbroker maintain
detailed  records of all secondhand goods transactions,  and
deliver   such   records  to  the  appropriate   local   law

enforcement  agencies.   The  relevant  statute   does   not
establish  a maximum allowable rate of interest  or  service
charges.

      As  of  October 1, 1996, pawn transactions  have  been
subject  to Florida regulations codified in Chapter  539  of
the Florida Statutes.  Under such regulations, licensing  of
pawnshops  and  regulatory  enforcement  of  such  shops  is
performed  by  the  Division of  Consumer  Services  of  the
Department  of  Agriculture  and  Consumer  Services.   Such
regulations  require, among other things, that the  pawnshop
fill  out a Pawnbroker Transaction Form showing the customer
name, type of item pawned, and disclosing the amount of  the
pawn  loan  and the applicable finance charges.  A  copy  of
each  form  must  be  delivered  to  local  law  enforcement
officials at the end of each business day.

      From October 1, 1996, pawn loans in Florida had  a  30
day maturity date.  If the customer does not redeem the loan
within  30  days following the maturity date  (or  the  next
business  day,  whichever is later), all right,  title,  and
interest  to  the  property vests in  the  pawnbroker.   The
pawnbroker  is entitled to charge two percent of the  amount
financed for each thirty days as interest, and an additional
amount as pawn service charges, provided the total amount of
such  charge, inclusive of interest, does not exceed 25%  of
the  amount  financed  for each 30  day  period  in  a  pawn
transaction.   The  pawnbroker may  charge  a  minimum  pawn
service  charge of $5.00 for each 30 day period.  Pawns  may
be  extended by agreement, with the charge applicable  being
one-thirtieth of the original total pawn service charge  for
each  day by which the loan is extended.  For loans redeemed
greater  than  60  days after the date  made,  pawn  service
charges  continue  to  accrue at  the  daily  rate  of  one-
thirtieth of the original total pawn service charge.

Nevada Regulations
      In  Nevada, all pawn loans must be held for redemption
for  at  least 120 days after the date the loan is made.   A
pawnbroker may charge interest at the rate of 10% per  month
for  money  loaned  on  the security  of  personal  property
actually received.  In addition, the pawnbroker may  collect
an  initial set up fee of $5.  Property received  in  pledge
may  not  be removed from the pawnshop, except when redeemed
by the owner, prior to 30 days after a report of the receipt
of  such  property is reported to the sheriff  or  chief  of
police.

Local Regulations
      At  the  local  level, each pawnshop,  voluntarily  or
pursuant   to  municipal  ordinance,  provides   copies   of
transactions   involving  pawn  loans  and  over-the-counter
purchases  to  the  local  police  department.  These  daily
transaction reports are designed to provide the local police
with a detailed description of the goods involved, including
serial  numbers, if any, and the names and addresses of  the
owners obtained from valid identification cards.

      A copy of each transaction ticket is provided to local
law  enforcement  agencies for processing  by  the  National
Crime   Investigative   Computer   to   determine   rightful
ownership.  Goods  held  to  secure  pawn  loans  or   goods
purchased  which are determined to belong to an owner  other
than the borrower or seller are
subject  to  recovery by the rightful owner.  While  a  risk
exists  that pledged or purchased merchandise may be subject
to  claims of rightful owners, historically, the Company has
experienced  such claims with respect to less than  0.5%  of
pawn loans made.

     There can be no assurance that additional local, state,
or  federal legislation will not be enacted or that existing
laws  and  regulations  will  not  be  amended  which  would
materially,  adversely impact the Company's  operations  and
financial condition.

Firearms Regulations
     With respect to gun and ammunition sales, each pawnshop
must  comply with the regulations promulgated by the Federal
Bureau of Alcohol, Tobacco and Firearms (BATF) which require
each  pawnshop  dealing  in guns  to  maintain  a  permanent
written record of all transactions involving the receipt  or
disposition of guns.

      The  BATF  promulgated rules under the  Brady  Handgun
Violence  Prevention  Act on February 28,  1994.  The  rules
basically  require  that all licensees,  in  either  selling
inventoried or redeeming pawned firearms to those other than
the  original  pledgor, have the buyer complete  appropriate
forms  and  wait  the  requisite five-day  period  prior  to
completing the sale and delivering the firearm.

      The  Company complies with the Brady Handgun  Violence
Prevention  Act  (the  "Brady Act"), and  rules  the  United
States  Department of Treasury promulgated relating thereto.
The  Company does not believe that compliance with the Brady
Act and the new rules promulgated thereunder have materially
affected  the  Company's  operations.   There  can   be   no
assurance, however, that compliance with the Brady Act  will
not adversely affect the Company's operations.

      On  September 13, 1994, the Violent Crime Control  and
Law  Enforcement Act of 1994 became effective upon signature
of  the  President. Among other provisions, the Act  exempts
pawnbrokers from the provision of the Brady Act with respect
to  the  return  of  firearms to the person  who  originally
pawned them.

Item 2. Property

      As  of  December 1, 1997, the Company owned  the  real
estate and buildings for 23 of its pawnshops and leased  226
of  its operating pawnshop locations. Leased facilities  are
generally leased for a term of five to ten years with one or
more  options to renew. The Company's existing leases expire
on  dates ranging between February 28, 1998 and February 28,
2008.  All  leases  provide  for specified  periodic  rental
payments.  Most leases require the Company to  maintain  the
property  and  pay  the  cost of insurance  and  taxes.  The
Company  believes  that termination of any particular  lease
would  not  have a material adverse effect on the  Company's
operations. Of the Company's leased pawnshop locations, five
are  leased from affiliated entities in the ordinary  course
of  business.  All of such leases provide for market  rental
rates.  The Company's strategy is generally to lease, rather
than  acquire, space for its pawnshop locations  unless  the
Company finds what it believes is a superior location at  an
attractive  price. The Company believes that the  facilities
owned  and  leased by it as pawnshop locations are  suitable
for such purpose.

      The following table presents the metropolitan areas or
regions (as defined by the Company) generally served by  the
Company and the number of retail locations serving each such
market as of December 1, 1997:
                                    Number of
                                 Locations in
               Area/Region          Each Area
               -------------     ------------
               Texas:
                    Houston                58
                    San Antonio            17
                    South Texas            17
                    North and West Texas   17
                    Dallas                  8
                    Central Texas          11
                    Austin Area            10
                    Laredo Area             8
                    Corpus Christi          5
                                          ---
                       Total Texas        151
          
               Colorado:
                    Denver Area            16
                    Colorado Springs Area   6
                    Pueblo                  2
                                          ---
                       Total Colorado      24
          
               Indiana:
                    Indianapolis Area      12
                    Other Areas            11
                                          ---
                       Total Indiana       23
          
               Alabama:
                    Birmingham Area         6
                    Montgomery              4
                    Mobile                  2
                    Other Areas             1
                                          ---
                       Total Alabama       13
          
               Georgia:
                    Atlanta Area           10
                                          ---
                       Total Georgia       10
          
               Oklahoma:
                    Oklahoma City Area      4
                    Tulsa Area              3
                    Other Areas             2
                                          ---
                       Total Oklahoma       9
          
               Tennessee:
                    Memphis                 8
                                          ---
                       Total Tennessee      8
          
               Mississippi:
                    Jackson                 2
                    Other Areas             1
                                          ---
                       Total Mississippi    3
          
               Louisiana:
                    New Orleans Area        2
                    Other Areas             1
                                          --- 
                       Total Louisiana      3
          
               North Carolina:
                    Raleigh-Durham Area     2
                                          --- 
                       Total North Carolina 2

               Arkansas:
                    West Helena             1
                                          ---
                       Total Arkansas       1
          
               Florida:
                    Pensacola               1
                                          ---
                       Total Florida        1
          
               Nevada:
                    Las Vegas               1
                                          ---
                       Total Nevada         1
                                          ---

                       Total Company      249
                                          ===
          
      In  addition to its store locations, the Company  owns
its   corporate   offices  and  leases   certain   warehouse
facilities. In Fiscal 1992, the Company purchased  a  27,400
square foot building in Austin, Texas for use as a corporate
office.  The Company also leases approximately 8,100  square
feet  in  Austin,  Texas for its Central Jewelry  Processing
Center  under a five-year lease agreement with one five-year
option to renew.

Item 3. Legal Proceedings

       From  time  to  time,  the  Company  is  involved  in
litigation  relating  to  claims  arising  from  its  normal
business  operations. Currently, the Company is a  defendant
in  several lawsuits. Some of these lawsuits involve  claims
for substantial amounts. While the ultimate outcome of these
lawsuits  cannot  be  ascertained, after  consultation  with
counsel, the Company believes the resolution of these  suits
will  not  have  a material adverse effect on the  Company's
financial  condition.  There can be no  assurance,  however,
that this will be the case.

       On  July  28,  1995,  the  Company  terminated  the
Employment  Agreement  of Courtland  L.  Logue,  Jr.,  the
Company's former Chairman and Chief Executive Officer, and
an owner of approximately 19% of the Company's outstanding
voting  securities (Class B Voting Common  Stock).   Since
Mr.  Logue's  termination, the  Company  has  had  ongoing
discussions  with him concerning certain equipment  leases
and  other  matters of dispute between Mr. Logue  and  the
Company, as well as the application of provisions  to  Mr.
Logue's  Employment Agreement and Stock Purchase Agreement
with  the Company.  On March 8, 1996, the Company filed  a
lawsuit styled EZCORP, Inc. v. Courtland L. Logue, Jr.  in
the  201st  District  Court of  Travis  County,  Texas  to
declare Mr. Logue's employment contract terminated and, as
a  result,  to permit the Company to recover approximately
$2.7  million  in  damages pursuant to the  terms  of  Mr.
Logue's Stock Purchase Agreement.  Mr. Logue filed counter-
claims  to  recover  monetary  damages  relating  to   the
Employment  Agreement  and certain  equipment  leases  and
notes entered into between Mr. Logue and the Company.  The
trial  court  has ruled that the Company may  not  recover
from  Mr. Logue, under the terms of the performance  right
provision,  as  that  provision, according  to  the  trial
court, represents an unenforceable penalty and not, as the
Company   believes,   an  enforceable  liquidated   damage
provision.  However, the Company has asserted other claims
against Mr. Logue for the recovery of significant monetary
damages.  The case is in the discovery phase, with a trial
expected in 1998.

      The  Company  is  also the nominal  defendant  in  a
lawsuit  filed  July 18, 1997 by a holder  of  thirty-nine
(39) shares of Company stock styled for the benefit of the
Company  against certain directors of the Company  in  the
Castle  County Court of Chancery in the State of Delaware.
The  suit  alleges the defendants breached their fiduciary
duties  to  the  Company in approving  certain  management
incentive  compensation arrangements  and  an  affiliate's
financial  advisory services contract  with  the  Company.
The   suit  seeks  recision  of  the  subject  agreements,
unspecified  damages  and expenses, including  plaintiff's
legal fees.  The defendants have filed a motion to dismiss
which is pending before the court.

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

     None.

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

     Since August 27, 1991, the Company's Class A Non-voting
Common  Stock  ("Class A Common Stock") has  traded  on  the
Nasdaq Stock Market under the symbol EZPW. As of December 1,
1997, there were 298 stockholders of record of the Company's
Class  A Non-voting Common Stock. There is no trading market
for  the  Company's Class B Voting Common  Stock  ("Class  B
Common  Stock"), and as of December 1, 1997, such stock  was
held by two stockholders of record.

      The  high  and  low per share price for the  Company's
Class  A  Common  Stock for the past two  fiscal  years,  as
reported by Nasdaq, were as follows:

                                               High   Low
    Fiscal 1996:                              -----  -----
          
      First quarter ended December 31, 1995   $5.75  $4.25
      Second quarter ended March 31, 1996      7.50   4.75
      Third quarter ended June 30, 1996        7.00   5.75
      Fourth quarter ended September 30, 1996  6.88   5.44
          
    Fiscal 1997:
          
      First quarter ended December 31, 1996   $8.88  $5.75
      Second quarter ended March 31, 1997      8.13   6.38
      Third quarter ended June 30, 1997       10.25   7.38
      Fourth quarter ended September 30, 1997 11.06   8.75

      As  of  December 1, 1997, the Company's Class A Common
Stock closed at $11.75 per share.

      The  Company's  restated certificate of  incorporation
provides that cash dividends on common stock, when declared,
must be declared and paid share and share alike on the Class
A Common Stock and the Class B Common Stock. There have been
no  dividends declared on the Company's Common Stock  during
the four most recent fiscal years.

      The current policy of the Company's Board of Directors
is  to  retain any future earnings to provide funds for  the
operation and expansion of the Company's business;  however,
the  Board  of  Directors will review  the  dividend  policy
periodically   to  determine  whether  the  declaration   of
dividends  is  appropriate. In addition, the Company's  bank
line  of credit agreement restricts the payment of dividends
without prior consent from the Company's lenders.

Item 6. Selected Financial Data

      The following selected financial information should be
read  in  conjunction with, and is qualified in its entirety
by  reference to the financial statements of the Company and
the notes thereto included elsewhere in this Form 10-K:

            Selected Financial and Operating Data

                                       The Company
                             --------------------------------------------
                            Fiscal Years Ended September 30,
                              1993      1994      1995      1996      1997
                              --------------------------------------------
                               (Amounts in thousands, except per share
                                           and store figures)
                                                    
Operating Data:
Sales (1)                  $ 63,791  $104,773  $115,220  $103,511  $101,454
Pawn service charges         44,834    63,169    74,254    70,115    78,845
                            -------   -------   -------   -------   -------
Total revenues (1)          108,625   167,942   189,474   173,626   180,299
Cost of goods sold (1)       48,179    88,256   113,227    88,953    84,468
                            -------   -------   -------   -------   -------
  Net revenues               60,446    79,686    76,247    84,673    95,831
Store operating expenses     40,485    58,181    74,417    58,969    60,735
Corporate administrative 
  expenses                    8,433    12,668    15,406    10,712    13,320
Depreciation and 
  amortization                2,703     4,471     7,352     7,573     7,616
Interest expense (income)      (378)    1,512     3,059     1,884       982
                            -------   -------   -------   -------   -------
  Income (loss) before 
    income taxes              9,203     2,854   (23,987)    5,535    13,178
Income tax expense (benefit)  3,095     1,065    (8,138)    1,992     4,745
                            -------   -------   -------   -------   -------
Net income (loss)          $  6,108  $  1,789  $(15,849) $  3,543  $  8,433
                            =======   =======   =======   =======   =======
   Earnings (loss) per 
     common share          $   0.56  $   0.15  $  (1.32) $   0.30  $   0.70

   Cash dividends per 
     common share                 -         -         -         -         -

   Weighted average common 
   shares and share 
   equivalents               10,981    11,975    11,977    11,988    11,995

Stores operated at end 
   of period                    186       234       261       246       249

                                                September 30,
                              1993      1994       1995      1996      1997
                            -----------------------------------------------
Balance Sheet Data:
Pawn loans                $ 27,961  $ 37,777   $ 39,782   $ 34,636 $ 42,837
Inventory                   39,127    63,070     41,575     35,834   39,258
Working capital             83,850   106,691     94,916     76,158   89,451
Total assets               137,314   173,989    164,588    140,366  151,051
Long-term debt, net          3,476    36,791     42,916     16,244   19,133
Stockholders' equity       123,935   125,086    109,375    112,991  121,461

(1)Sales from scrap and wholesale activities were
   reclassified from cost of goods sold to sales in the
   1993, 1994 and 1995 operating data.

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

      This  discussion and analysis compares the results  of
operations for the twelve month periods ending September 30,
1997,  1996, and 1995 (designated as "Fiscal 1997",  "Fiscal
1996", and "Fiscal 1995").  The discussion should be read in
conjunction with, and is qualified in its entirety  by,  the
accompanying financial statements and related notes.

                   Summary Financial Data

                     Fiscal Years Ended September 30,
                     1995        1996       1997
                            --------------------------------
                      (Dollars in thousands, except as indicated)
                                        
Net Revenues:
  Sales                    $115,220   $103,511   $101,454
  Pawn service charges       74,254     70,115     78,845
                            -------    -------    -------
     Total revenues         189,474    173,626    180,299
  Cost of sales             113,227     88,953     84,468
                            -------    -------    -------
     Net revenues          $ 76,247   $ 84,673   $ 95,831
                            =======    =======    =======
Other Data:
  Gross margin                 1.7%      14.1%      16.7%
  Average annual inventory 
  turnover                     1.9x       2.3x       2.4x
  Average inventory per 
  location at year end         $159       $146       $158
  Average loan balance per 
  location at year end         $152       $141       $172
  Average pawn loan at 
  year end (whole dollars)      $70        $67        $73
  Average yield on loan 
  portfolio                    204%       209%       211%
  Redemption rate               76%        78%        78%

Expenses and income as a percentage
  of total revenue (%):
  Store operating              39.3       33.9      33.7
  Administrative                8.1        6.2       7.4
  Depreciation and amortization 3.9        4.4       4.2
  Interest                      1.7        1.1       0.5
  Income (loss) before income 
  taxes                       (12.7)       3.2       7.3
  Net income (loss)            (8.4)       2.0       4.7

Stores in operation:
  Beginning of year             234        261       246
  Acquired                        -          -         -
  New openings                   33         11         5
  Sold, combined, or closed      (6)       (26)       (2)
                               ----       ----      ----
  End of year                   261        246       249
  Average number of locations 
  during the year (1)           248        254       248
_   __________________

(1)Average locations in operation during the period is
   calculated based on the average of the stores operating
   at the beginning and end of such period.

Fiscal 1995 Special Charges
     To facilitate year to year comparisons, the following
table details the Fiscal 1996 impact of the jewelry
liquidation commenced in the fourth Fiscal 1995 quarter and
the pretax special charges of $25.5 million for Fiscal 1995.
These are more fully discussed below and in Note N of the
Notes to Consolidated Financial Statements.

                           Fiscal 1995      Fiscal 1996
                           ($ millions)     ($ millions)
                           -----------      -----------
                                        
 Revenues
     Merchandise sales       $    8.9         $    3.8
     Pawn service charges           -                -
                              -------          -------
        Total revenue             8.9              3.8

 Cost of goods sold              24.3              3.8
                              -------          -------
 Net revenue                    (15.4)               -
 Operating expenses
     Operations                   7.7                -
     Administrative               2.4                -
     Depreciation and 
      amortization                  -                -
                              -------          -------
        Total operating 
        expenses                 10.1                -
                              -------          -------
 Operating income (loss)     $  (25.5)        $      -
                              =======          =======

      During  Fiscal 1996, the Company sold on  a  wholesale
basis  or  scrapped $3.8 million of jewelry which  had  been
identified  as  excess and written down to   net  realizable
value  during  the  Company's fourth  Fiscal  1995  quarter.
These   sales  and  their  related  cost  are  included   in
"Merchandise Sales" and "Cost of Goods Sold."   Due  to  the
earlier write-down, these sales had no effect on income  for
Fiscal 1996.

       In  the  fourth  Fiscal  1995  quarter,  the  Company
identified  and  commenced the liquidation of  approximately
$27  million  in  jewelry inventory  which  had  accumulated
primarily  as a result of a $20 million new jewelry  program
undertaken in prior periods and as a result of past  lending
practices,  which  have  since been modified.   During  this
quarter the Company sold approximately $15.6 million of this
jewelry  (included in "Cost of Goods Sold") for $8.9 million
(included  in "Merchandise Sales").  Largely as a result  of
this scrapping activity, the Company increased its valuation
reserve  by $8.7 million (included in "Cost of Goods Sold").
In  addition,  the  Company provided $7.7  million  for  the
closing   and   consolidating  of  thirty-two  (32)   stores
including  the write-down of various tangible and intangible
assets (included in "Operations" expense) and provided  $2.4
million    for   several   legal   matters   (included    in
"Administrative" expense).

Results of Operations
      The Company's primary activity is the making of small,
non-recourse  loans  secured by tangible personal  property.
The  income  earned on this activity is pawn service  charge
revenue.   For  Fiscal  1997, pawn  service  charge  revenue
increased $8.7 million from Fiscal 1996 to $78.8 million  as
a  result  of an increase in same store pawn service  charge
revenue ($8.5 million), pawn service charge revenue from new
stores  not  opened  the  full  twelve  month  period  ($0.6
million),   reduced  by  stores  which  were  closed   ($0.4
million).   At  September 30, 1997,  same  store  pawn  loan
balances  were  23%  above  September  30,  1996,  and   the
annualized yield increased by two (2) percentage  points  to
211%.

      For Fiscal 1996, pawn service charge revenue decreased
$4.2  million from Fiscal 1995 to $70.1 million.  A  decline
in same store pawn service charge revenue ($2.9 million) and
the  loss  of pawn service charge revenue of the  32  closed
stores  ($3.6 million) were partially reduced by new  stores
not open the full 12 month period ($2.3 million).  At September 
30, 1996, same  store pawn loan balances were 10% below 
September  30, 1995  and  the  annualized  yield  increased  
by  five (5) percentage points to 209%.

      A  secondary, but related, activity of the Company  is
the sale of merchandise, primarily collateral forfeited from
its  lending  activity.  For Fiscal 1997, merchandise  sales
decreased  approximately $2.1 million from  Fiscal  1996  to
$101.4  million.  A decline in same store merchandise  sales
($0.3 million), merchandise sales of the closed stores ($0.8
million)  and  the  decrease  in  wholesale  jewelry   sales
discussed  above  ($3.8 million) were offset  by  new  store
sales  ($2.8  million).  Same store merchandise  sales  were
down 0.3% compared to Fiscal 1996.

       For   Fiscal   1996,  merchandise   sales   decreased
approximately   $11.7   million   from   Fiscal   1995    to
approximately  $103.5  million.  A  decline  in  same  store
merchandise sales ($3.5 million), merchandise sales  of  the
32  closed stores ($8.1 million), and the decrease in amount
of  sales  associated with the special inventory liquidation
discussed above ($5.1 million) were partially offset by  new
store  sales  ($5.0 million).  Same store sales  for  Fiscal
1996  declined two percent from Fiscal 1995 primarily  as  a
result  of  lower  inventory levels per store  ($146,000  in
Fiscal 1996 compared to $159,000 in Fiscal 1995).

      The  Company's gross margin level (gross profit  as  a
percentage  of merchandise sales) results from, among  other
factors,  the composition, quality and age of its inventory.
At   September  30,  1997,  1996  and  1995,  the  Company's
inventories  consisted of approximately  63%,  66%  and  60%
jewelry  (e.g., ladies' and men's rings, chains,  bracelets,
etc.)  and  37%,  34%  and  40% general  merchandise  (e.g.,
televisions,   VCRs,   tools,   sporting   goods,    musical
instruments,  firearms, etc.). At September 30,  1997,  1996
and  1995,  approximately 87%, 75% and 78%  of  the  jewelry
inventory  was  less than twelve months  old  based  on  the
Company's  date  of  acquisition  (date  of  forfeiture  for
collateral  or  date of purchase) as was approximately  96%,
87% and 86% of the general merchandise inventory.

      For Fiscal 1997, gross margins improved 2.6 percentage
points  from  Fiscal  1996  to  16.7%  as  a  result  of  an
improvement  in  margins  on merchandise  sales  (0.9  of  a
percentage  point), a reduction in inventory shrinkage  when
measured as a percentage of merchandise sales (down 0.8 of a
percentage  point to approximately 1.4%) and improved  gross
profit on wholesale and scrap jewelry sales (an increase  of
0.9 of a percentage point).

      For  Fiscal 1996, gross margins improved 12 percentage
points from Fiscal 1995 to 14%.  Excluding the impact of the
special  charges  discussed  above,  gross  profits   as   a
percentage  of  merchandise sales decreased  two  percentage
points from Fiscal 1995 to 15%.  This decrease results  from
a  decline  in margins on merchandise sales (six  percentage
points)  offset  by  the  combined  favorable  effect  of  a
reduction in inventory shrinkage measured as a percentage of
merchandise   sales   (down  three  percentage   points   to
approximately two percent) and improved gross profit on  the
sale of scrap jewelry (one percentage point).

      In Fiscal 1997, operating expenses as a percentage  of
total  revenues  decreased 0.2 of a  percentage  point  from
Fiscal  1996 to 33.7% primarily as a result of the economies
realized  from the approximately four percent total  revenue
increase.   Administrative expenses increased 1.2 percentage
points  from  Fiscal 1996 to 7.4% primarily as a  result  of
higher  management bonus expense and non-capitalized  system
development costs in Fiscal 1997.

      In  Fiscal 1996, operating and administrative expenses
as  a  percentage of total revenues decreased five  and  two
percentage  points,  respectively (two  and  one  percentage
points,   excluding  the  effect  of  the  special   charges
discussed  above)  from Fiscal 1995 to  34%  and  6%.   Both
operating  and administrative expenses declined relative  to
total   revenues  as  a  result  of  the  closure  of  under
performing  stores  and  the Company's  programs  to  reduce
costs.

      Depreciation  and amortization expense increased  year
over  year  from  Fiscal 1995 to Fiscal 1997  largely  as  a
result  of the higher level of depreciation on stores opened
since  September 30, 1994. In Fiscal 1997, depreciation  and
amortization expense increased slightly compared  to  Fiscal
1996  due to the fewer new store openings.  In Fiscal  1996,

depreciation   and  amortization  expense   increases   were
partially offset by the effect of stores that were closed.

      For  the three year period, interest expense decreased
to  $1.0 million in Fiscal 1997 from $1.9 million in  Fiscal
1996  and  $3.1  million  in  Fiscal  1995  largely  due  to
decreasing  average debt balances for the full twelve  month
periods.

      Income  tax  expense for Fiscal 1997 was $4.7  million
(36%  of  pretax  income) compared to $2.0 million  (36%  of
pretax  income) for Fiscal 1996.  An income tax  benefit  of
$8.1  million for Fiscal 1995 resulted from the Fiscal  1995
net operating loss.

     Net income for Fiscal 1997 was $8.4 million compared to
net income of $3.5 million for Fiscal 1996.  The improvement
in  net  income results primarily from higher  pawn  service
charge  revenues and improved gross margins  on  merchandise
sales, partially offset by higher administrative costs.  Net
income  for Fiscal 1996 was $3.5 million compared to  a  net
loss $15.8 million for Fiscal 1995.  The improvement in  net
income  results from the net year over year favorable effect
of  the  special  charges  discussed  above,  the  favorable
operating   impact of the store closings, and the  favorable
impact   of   lower  inventory  shrinkage,   operating   and
administrative expenses, and interest expense.

      The Year 2000 issue is the result of computer programs
being  written  using  two  digits  rather  than  four  (for
example, "97" for 1997) to define the applicable year.   Any
of  the Company's programs that have time-sensitive software
may recognize a date using "00" as the year 1900 rather than
the  year  2000.   In some cases, the new  date  will  cause
computers to stop operating, while in other cases, incorrect
output  may result.  Since the Company is currently  in  the
process of replacing and upgrading its computer hardware and
software systems, the Company believes that there is  little
business risk attributable to the Year 2000 issue.

Liquidity and Capital Resources
      Net  cash provided by operating activities for  Fiscal
1997 was $10.4 million compared to $22.1 million provided in
Fiscal  1996  and  $8.2  million provided  in  Fiscal  1995.
Improved   operating   results  offset   by   increases   in
inventories and pawn service charge receivable were the main
factors   for   the  reduced  cash  provided  by   operating
activities.   In  addition, a portion  of  the  Fiscal  1996
operating cash flow is the result of income tax refunds from
the  carryback  of the Company's Fiscal 1995  net  operating
loss and the lower level of taxes payable resulting from the
carryforward of this net operating loss ($6.2 million).   In
Fiscal  1997, bank borrowings increased $2.7 million due  to
the $13.7 million used by investing activities ($8.2 million
increase  in  investments in pawn loans,  and  $5.5  million
invested  in property, plant and equipment) offset by  $10.4
million  provided by operating activities, and $0.6  million
reduction in the Company's cash balances.

      In  Fiscal 1997, the Company invested $5.5 million  to
open  five  (5)  newly  established stores,  to  remodel  or
relocate  3  existing  stores, and  to  upgrade  or  replace
existing equipment and computer systems.  The Company funded
these  expenditures  largely  from  cash  flow  provided  by
operating   activities.    The   Company   plans   to   open
approximately  50 new stores in the next twelve  months  and
complete  the  conversion of the computer  systems  with  an
expected  total  capital  investment  of  approximately  $15
million.   The  Company  anticipates  that  cash  flow  from
operations and funds available under its existing bank  line
of   credit   will  be  adequate  to  fund   these   capital
expenditures and the anticipated pawn loan growth during the
coming  year.  There can be no assurance, however, that  the
Company's cash flow and line of credit will provide adequate
funds for these expenditures.

      On  May  9, 1997 the Company amended its November  29,
1994 revolving line of credit.  The
amended  revolving line of credit matures January 30,  2000.
Terms  of the amended agreement require, among other things,
that   the   Company   meet  certain  financial   covenants.
Borrowings under the line are unsecured and bear interest at
the  bank's Eurodollar rate plus 0.75% to 1.5%.  The  amount
which the Company can borrow is based on a percentage of its
inventory  levels and outstanding pawn loan balance,  up  to

$50  million.   At September 30, 1997, the Company  had  $19
million  outstanding on the credit facility  and  additional
borrowing capacity of approximately $30 million.

Seasonality
      Historically, pawn service charge revenues are highest
in  the  Company's fiscal fourth quarter (July,  August  and
September)  due  to  higher loan demand  during  the  summer
months  and  merchandise sales are highest in the  Company's
fiscal  first  and  second fiscal quarters (October  through
March) due to the holiday season and tax refunds.

Forward-Looking Information
      This  Annual  Report on Form 10-K  includes  "forward-
looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E  of  the
Securities Exchange Act of 1934, as amended.  All statements
other  than  statement  of historical  information  provided
herein are forward-looking and may contain information about
financial  results, economic conditions,  trends  and  known
uncertainties.  The Company cautions the reader that  actual
results could differ materially from those expected  by  the
Company   depending  on  the  outcome  of  certain  factors,
including  without  limitation  (i)  fluctuations   in   the
Company's  inventory and loan balances, inventory  turnover,
average yield on loan portfolio, redemption rates, labor and
employment matters, competition, operating risk, acquisition
and  expansion risk, liquidity and capital requirements  and
the  effect of government and environmental regulations  and
(ii)  adverse  changes  in  the  market  for  the  Company's
services.  Readers are cautioned not to place undue reliance
on  these forward-looking statements, which speak only as of
the  date hereof.  The Company undertakes no obligations  to
release  publicly  the  results of any  revisions  to  these
forward-looking  statements which may  be  made  to  reflect
events  or  circumstances after the date  hereon,  including
without   limitation,  changes  in  the  Company's  business
strategy or planned capital expenditures, or to reflect  the
occurrence of unanticipated events.

Item 8. Financial Statements and Supplementary Data

                Index to Financial Statements

                                                   Page

Report of Independent Auditors                       24

Consolidated Financial Statements:

        Consolidated Balance Sheets as of 
        September 30, 1997 and 1996                  25

       Consolidated Statements of Operations 
       for each of the Three Years in the Period 
       Ended September 30, 1997                      26

       Consolidated Statements of Cash Flows 
       for each of the Three  Years in the Period 
       Ended September 30, 1997                      27

       Consolidated Statements of Stockholders' 
       Equity for each of the Three Years in the 
       Period Ended September 30, 1997               28

       Notes to Consolidated Financial Statements    29

Report of Independent Auditors

Board of Directors
EZCORP, Inc.

We have audited the accompanying consolidated balance sheets
of  EZCORP,  Inc. and its subsidiaries as of  September  30,
1997  and  1996, and the related consolidated statements  of
operations, stockholders' equity, and cash flows for each of
the three years in the period ended September 30, 1997.  Our
audits also included the financial statement schedule listed
in  the  Index at Item 14(a)(2).  These financial statements
and   schedule  are  the  responsibility  of  the  Company's
management.  Our responsibility is to express an opinion  on
these financial statements based on our audits.

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

In   our  opinion,  the  consolidated  financial  statements
referred  to above present fairly, in all material respects,
the  consolidated financial position of EZCORP, Inc. and its
subsidiaries  at  September  30,  1997  and  1996,  and  the
consolidated  results  of their operations  and  their  cash
flows  for  each  of  the three years in  the  period  ended
September  30,  1997, in conformity with generally  accepted
accounting  principles.  Also in our  opinion,  the  related
financial statement schedule, when considered in relation to
the  basic  financial statements taken as a whole,  presents
fairly  in  all material respects the information set  forth
therein.

                              ERNST & YOUNG LLP

Austin, Texas
November 13, 1997

                 Consolidated Balance Sheets

                                              September 30,
                                         1996             1997
                                     -----------------------------
                                             (In thousands)
                                                 
Assets:
  Current assets:
    Cash and cash equivalents          $   1,419       $     829
    Pawn loans                            34,636          42,837
    Service charges receivable            10,262          13,130
    Inventory, net                        35,834          39,258
    Deferred tax asset                     2,140           1,889
    Prepaid expenses and other assets      2,998           1,965
                                         -------         -------
      Total current assets                87,289          99,908

  Property and equipment, net             34,266          32,586

  Other assets:
    Goodwill, net                         13,099          12,532
    Deferred tax asset                     1,200           1,730
    Notes receivable related parties       3,031           3,033
    Other assets, net                      1,481           1,262
                                         -------         -------
  Total assets                          $140,366        $151,051
                                         =======         =======
Liabilities and Stockholders' Equity:
  Current liabilities:
    Current maturities of long-term debt$    172        $      9
    Accounts payable and other accrued 
    expenses                               8,183           7,715
    Customer layaway deposits              1,976           1,914
    Federal income taxes payable             800             819
                                         -------         -------
      Total current liabilities           11,131          10,457

  Long-term debt, less current 
  maturities                              16,244          19,133

  Stockholders' equity:
    Preferred Stock, par value $.01 
    per share - Authorized 5,000,000
    shares; none issued and outstanding        -               -
    Class A Non-voting Common Stock, 
    par value $.01 per share                  97             105
      Authorized 40,000,000 shares; 
      9,728,904 issued and 9,719,871 
      outstanding in 1996;  10,524,563 
      issued and 10,515,530 outstanding 
      in 1997
    Class B Voting Common Stock, convertible, 
      par value $.01 per share                23              15
      Authorized 2,274,969 shares in 1996
      2,270,863 issued and outstanding 
      in 1996
      Authorized 1,484,407 shares in 1997
      1,480,301 issued and outstanding 
      in 1997
    Additional paid-in capital           114,301         114,338
    Retained earnings (deficit)             (666)          7,767
                                         -------         -------
                                         113,755         122,225
    Treasury stock (9,033 shares in 
    1996 and 1997)                           (35)            (35)
    Receivables from stockholders           (729)           (729)
                                         -------         -------
      Total stockholders' equity         112,991         121,461

  Commitments and contingencies
                                         -------         -------
  Total liabilities and stockholders' 
  equity                                $140,366        $151,051
                                         =======         =======
                             
See notes to consolidated financial statements.

            Consolidated Statements of Operations

                                      Years Ended September 30,
                                 1995           1996             1997
                               ----------------------------------------
                               (In thousands, except per share amounts)
                                                     
Revenues:
  Sales                       $115,220       $103,511         $101,454
  Pawn service charges          74,254         70,115           78,845
                               -------        -------          -------
     Total revenues            189,474        173,626          180,299

Costs of goods sold            113,227         88,953           84,468
                               -------        -------          -------
     Net revenues               76,247         84,673           95,831

Operating expenses:
  Operations                    74,417         58,969           60,735
  Administrative                15,406         10,712           13,320
  Depreciation                   5,847          6,302            6,761
  Amortization                   1,505          1,271              855
                               -------        -------          -------
     Total operating expenses   97,175         77,254           81,671
                               -------        -------          -------
Operating income (loss)        (20,928)         7,419           14,160

Interest expense                 3,059          1,884              982
                               -------        -------          -------
Income (loss) before income 
taxes                          (23,987)         5,535           13,178

Income tax expense (benefit)    (8,138)         1,992            4,745
                               -------        -------          -------
Net income (loss)             $(15,849)      $  3,543         $  8,433
                               =======        =======          =======
Earnings (loss) per share     $ ( 1.32)      $   0.30         $   0.70
                               =======        =======          =======
Weighted average shares         11,977         11,988           11,995

See notes to consolidated financial statements.

            Consolidated Statements of Cash Flows

                                     Years Ended September 30,
                               1995            1996             1997
                              ----------------------------------------
                                          (In thousands)
                                                    
Operating Activities:
  Net income (loss)          $(15,849)      $  3,543         $  8,433
  Adjustments to reconcile 
  net income (loss) to net 
  cash provided by operating 
  activities:
    Depreciation and 
    amortization                7,425          7,573            7,616
    Deferred income taxes        (139)             -                -
    Restructuring expenses      7,664              -                -
     Net (gain)/loss on sale 
     or disposal of assets          -           (167)             520
    Changes in operating assets 
    and liabilities:
      Service charges 
      receivable               (2,071)         1,190           (2,868)
      Inventory                21,495          5,741           (3,424)
      Notes and accounts 
      receivable from related 
      parties                    (153)            (3)              (2)
      Prepaid expenses and 
      other assets               (473)           (55)             862
      Accounts payable and 
      accrued expenses          2,243         (1,778)            (431)
      Customer layaway deposits    88           (124)             (62)
      Federal income taxes 
      payable                  (3,307)           800               19
      Deferred tax asset       (4,532)         1,192             (279)
      Income taxes recoverable (4,236)         4,236                -
                              -------       --------         --------
    Net cash provided by 
    operating activities        8,155         22,148           10,384

Investing Activities:
  Pawn loans forfeited and 
  transferred to inventory     52,297         50,805           53,272
  Pawn loans made            (192,239)      (151,437)        (170,379)
  Pawn loans repaid           137,937        105,778          108,906
                             --------       --------         --------
                               (2,005)         5,146           (8,201)
  Additions to property, 
  plant and equipment         (10,813)        (5,836)          (5,505)
  Issuance of notes receivable 
  to related parties           (3,000)             -                -
  Proceeds from sale of assets      -          2,031                6
                             --------       --------         --------
    Net cash provided by 
    (used in) investing 
    activities                (15,818)         1,341          (13,700)

Financing Activities:
  Proceeds from bank 
  borrowings                   15,500          5,000           15,000
  Payments on bank borrowings  (9,518)       (31,671)         (12,274)
  Collections of stockholder 
  notes receivable                  7              8                -
                              -------        -------          -------
    Net cash provided by 
    (used in) financing 
    activities                  5,989        (26,663)           2,726
                              -------        -------          -------
  Decrease in cash and 
  equivalents                  (1,674)        (3,174)            (590)
  Cash and equivalents at 
  beginning of period           6,267          4,593            1,419
    Cash and equivalents at  --------       --------         --------
    end of period           $   4,593      $   1,419        $     829
                             ========       ========         ========
Cash paid during the periods for:
    Interest                $   2,974      $   2,481        $   1,237
    Income taxes            $   4,076      $       -        $   5,006

Noncash investing and financing activities:
  Issuance of common stock 
  to 401(k) plan            $      71      $      65        $      37

See notes to consolidated financial statements.

       Consolidated Statements of Stockholders' Equity

                              Add'l  Retained           Receivables
              Common Stock   Paid in Earnings/ Treasury     from
            Shares Par Value Capital (Deficit)  Stock   Stockholders   Total
            ------ --------- ------- --------- -------- ------------ --------                       
                                                
(In thousands)
Balances at 
September 30, 
1994        11,981    $120  $114,165   $11,640    $(35)     $(804)    $125,086

  Issuance of 
  common stock 
  to 401(k) 
  plan           6       -        71         -       -          -           71
  Reductions 
  on stockholder 
  notes          -       -         -         -       -         67           67
  Net loss       -       -         -   (15,849)                        (15,849)
            ------    ----   -------   -------    ----     ------     --------
Balances at 
September 30, 
1995        11,987     120   114,236    (4,209)    (35)      (737)     109,375

  Issuance of 
  common stock 
  to 401(K) 
  plan          12       -        65         -       -          -           65
  Reductions 
  on stockholder 
  notes          -       -         -         -       -          8            8
  Net income     -       -         -     3,543       -          -        3,543
            ------     ---   -------     -----     ----      -----     -------
Balances at 
September 30, 
1996        11,999     120   114,301      (666)    (35)      (729)     112,991

  Issuance of 
  common stock 
  to 401(K) 
  plan           5       -        37         -       -          -           37
  Net income     -       -         -     8,433       -          -        8,433
             ------    ----  --------    ------     ----      -----    -------
Balances at 
September 30, 
1997         12,004    $120  $114,338    $7,767    $(35)     $(729)    $121,461
             ======    ====  ========    ======    ====      =====     ========

See notes to consolidated financial statements.

         Notes to Consolidated Financial Statements
                              
Note A - Summary of Accounting Policies

The   following  is  a  summary  of  significant  accounting
policies of the Company.

Organization:    The   Company  is  primarily   engaged   in
establishing,  acquiring, and operating  pawnshops.   As  of
September 30, 1997, the Company operated 249 locations in 12
states.   The  pawnshops  function as  sources  of  customer
credit  and  as specialty retailers primarily of  previously
owned merchandise.

Consolidation:    The   consolidated  financial   statements
include  the  accounts of the Company and its  wholly  owned
subsidiaries.   All  significant intercompany  accounts  and
transactions have been eliminated in consolidation.

Revenue  Recognition:   Pawn loans ("loans")  are  generally
made  on  the pledge of tangible personal property  for  one
month  with  an automatic sixty-day grace period (the  "loan
term").  Pawn service charges on loans are recorded based on
the  interest  method.   If  the loan  is  not  repaid,  the
forfeited collateral (inventory) is valued at the  lower  of
cost (principal plus accrued interest) or the fair value  of
the  property.   When this inventory is sold, sales  revenue
and the related cost are recorded at the time of sale.

Cash  and Cash Equivalents:  For purposes of this statement,
the  Company considers investments with maturities of ninety
days or less when purchased to be cash equivalents.

Inventory:   Inventory  is  stated  at  the  lower  of  cost
(specific identification) or market (net realizable  value).
Inventory  consists of merchandise acquired  from  forfeited
loans,  merchandise  purchased from  customers,  merchandise
acquired  from the acquisition of other pawnshops,  and  new
merchandise purchased from vendors.  The Company provides an
allowance  for shrinkage and valuation based on management's
evaluation  of  the  age, condition, and salability  of  the
merchandise.   The  valuation allowance  deducted  from  the
carrying  value  of  inventory amounted  to  $7,948,661  and
$6,933,476 at September 30, 1996 and 1997, respectively.

Customer  Layaway Deposits:  Customer layaway  deposits  are
recorded as deferred revenue until the entire related  sales
price has been collected.

Property  and Equipment:  Property and equipment are  stated
at  cost.   Provisions for depreciation are  computed  on  a
straight-line basis using estimated useful lives of 30 years
for  buildings and 5 to 10 years for equipment and leasehold
improvements.  For  federal income  tax  purposes,  cost  is
recovered using accelerated methods.

Intangible  Assets:  Intangible assets consist primarily  of
excess   purchase   price  over  net  assets   acquired   in
acquisitions.   Excess cost over fair value  of  net  assets
acquired (or goodwill) is amortized on a straight-line basis
over  20 to 40 years (the expected period of benefit).   The
carrying value of goodwill is reviewed at the store level to
determine if the facts and circumstances suggest that it may
be  impaired.   If this review indicates that goodwill  will
not  be recoverable, as determined based on the undiscounted
cash  flows  of  the entity over the remaining  amortization
period,  the  Company's carrying value of  the  goodwill  is
reduced   by   the  estimated  shortfall  of   cash   flows.
Accumulated  amortization  of goodwill  was  $5,250,079  and
$5,715,851  at  September 30, 1996 and  1997,  respectively.
Accumulated amortization of all other intangible assets  was
$6,018,367  and $6,353,168 at September 30, 1996  and  1997,
respectively.

Earnings  Per  Common  Share: Shares  issuable  under  stock
option  plans are excluded from the weighted average  number
of  shares because the effect on dilution would be less than
3% in the aggregate.

In  February 1997, the Financial Accounting Standards  Board
issued  Statement  No. 128, "Earnings per  Share"  which  is
required  to be adopted for financial statements issued  for
periods  ending after December 15, 1997.  At that time,  the
Company will be required to change the method currently used
to  compute  earnings  per share and to  restate  all  prior
periods   if  the  effect  is  material.   Under   the   new
requirements, the presentation of primary earnings per share
is replaced with a presentation of basic earnings per share,
the  calculation  of which excludes the dilutive  effect  of
common stock equivalents.  The impact of Statement 128  will
not  materially change the current calculation  of  earnings
per share as these stock options are immaterial.

Advertising:  Advertising costs are  expensed  as  incurred.
Advertising   expense   was   $6,284,033,   $2,700,663   and
$1,267,087  for the fiscal years ended September  30,  1995,
1996, and 1997, respectively.

Income Taxes:  The Company files a consolidated return  with
its  wholly owned subsidiaries.  Deferred taxes are recorded
based  on  the  liability method and result  primarily  from
differences  in  the  timing of the recognition  of  certain
revenue  and  expense items for federal income tax  purposes
and financial reporting purposes.

Stock-Based  Compensation:  The  Company  accounts  for  its
stock based compensation plans in accordance with Accounting
Principles  Board  Opinion  No. 25,  "Accounting  for  Stock
Issued  to  Employees"  ("APB 25").  In  October  1995,  the
Financial  Accounting Standards Board  issued  Statement  of
Financial  Accounting  Standards No.  123,  "Accounting  for
Stock Based Compensation" ("SFAS 123").  SFAS 123 encourages
expensing  the  fair  value of employee stock  options,  but
allows  an  entity  to continue to account  for  stock-based
compensation  to employees under APB 25 with disclosures  of
the  pro  forma  effect on net income  had  the  fair  value
accounting provisions of SFAS 123 been adopted.   These  pro
forma  disclosures are effective for option grants in fiscal
years  1996 and after.  The Company has calculated the  fair
value  of options granted in these periods using the  Black-
Scholes option pricing model and has determined that the pro
forma  impact  on net income is immaterial.   Thus,  no  pro
forma disclosures have been presented.

Use  of  Estimates:  The preparation of financial statements
in  conformity with generally accepted accounting principles
requires  management to make estimates and assumptions  that
affect the amounts reported in the financial statements  and
accompanying notes.  Actual results could differ from  those
estimates.

Year  2000:  The Year 2000 issue is the result  of  computer
programs  being  written using two digits rather  than  four
(for  example, "97" for 1997) to define the applicable year.
Any  of  the  Company's  programs that  have  time-sensitive
software  may recognize a date using "00" as the  year  1900
rather than the year 2000.  In some cases, the new date will
cause  computers  to stop operating, while in  other  cases,
incorrect output may result.  Since the Company is currently
in  the  process  of  replacing and upgrading  its  computer
hardware  and  software systems, the Company  believes  that
there is little business risk attributable to the Year  2000
issue.

Note B - Acquisitions

There  were  no  acquisitions for  the  fiscal  years  ended
September 30, 1995, 1996 and 1997.

Note C - Property and Equipment

Major  classifications  of property and  equipment  were  as
follows:

                                          September 30,
                                        1996        1997
                                       ------------------
                                         (In thousands)
                                            
Land                                  $ 1,351     $ 1,351
Buildings and improvements             28,488      29,633
Furniture and equipment                20,673      24,369
                                       ------      ------
  Total                                50,512      55,353

Less - accumulated depreciation       (16,246)    (22,767)
                                       ------      ------
                                      $34,266     $32,586
                                       ======      ======

Note D - Accounts Payable and Accrued Expenses

Accounts  payable  and  accrued expenses  consisted  of  the
following:

                                          September 30,
                                        1996        1997
                                      --------------------                           
                                         (In thousands)
                                            
Trade accounts payable                 $1,086     $  895
Accrued payroll and related expenses    2,113      2,296
Other accrued expenses                  4,984      4,524
                                        -----      -----
                                       $8,183     $7,715
                                        =====      =====

Note E - Long-Term Debt

Long-term debt consisted of:

 
                                          September 30,
                                        1996        1997
                                      -------------------
                                         (In thousands)
                                           
Note payable to bank under $50 
million line of credit
agreement amended as of May 1997; 
interest on used
portion payable monthly at prime 
rate or the bank's
Eurodollar rate plus 0.75% to 1.50% 
(6.9375% at September 30, 1997);  
principal due January 2000.           $15,000    $19,000

Note payable to individual with 
interest at 10%,
payable in monthly installments 
of $1,881 including
interest, maturing August 2002 
- - land and building
pledged as collateral.                   150         142

Other notes payable paid in full 
in Fiscal 1997.                        1,266           -
                                      ------      ------
                                      16,416      19,142

  Less current maturities                172           9
                                      ------      ------
                                     $16,244     $19,133
                                      ======      ======

The  Company has a $50,000,000 unsecured revolving  line  of
credit   with  a  bank  group  of  which  $19  million   was
outstanding as of September 30, 1997. Credit availability is
based  upon a percentage of inventory levels and outstanding
pawn  loans.   As  of  September 30,  1997,  the  additional
borrowing capacity was $30 million.  Fees under the line  of
credit  include  an  annual $25,000  agent  fee,  a  $25,000
facility fee and a commitmentfee  equal to 0.35% of the unused 
amount of the commitment.
Terms  of  the  loan require, among other things,  that  the
Company  meet  certain  financial covenants.   In  addition,
payment  of dividends and incurrence of additional  debt  is
restricted.

Interest   expense   in  the  consolidated   statements   of
operations is shown net of interest income on investments in
the amount of  $211,821, $293,628 and $245,275 for the years
ended September 30, 1995, 1996, and 1997, respectively.

Aggregate annual principal payment requirements on long-term
debt obligations for each of the following five years ending
September 30 are as follows:

                    1998    $     8,802
                    1999          9,723
                    2000     19,010,742
                    2001         11,867
                    2002        100,475

Note F - Common Stock, Warrants and Options

The capital stock of the Company consists of two classes  of
common  stock designated as Class A and Class B. The rights,
preferences,  and  privileges of the Class  A  and  Class  B
Common  Stock are similar except that each share of Class  B
Common  Stock has one vote and each share of Class A  Common
Stock has no voting privileges. All Class A Common Stock  is
publicly  held. Holders of Class B Voting Common Stock  may,
individually  or as a class, convert some or  all  of  their
shares  into Class A Non-voting Common Stock. Class A Common
Stock becomes voting common stock upon the conversion of all
Class B Common Stock to Class A Common Stock. The Company is
required  to reserve such number of authorized but  unissued
shares  of  Class  A  Non-voting Common Stock  as  would  be
issuable upon conversion of all outstanding shares of  Class
B Voting Common Stock.

At September 30, 1997, warrants to purchase 23,559 shares of
Class A Non-voting Common Stock and 4,106 shares of Class  B
Voting Common Stock at $6.17 per share were outstanding. The
warrants are exercisable through July 25, 2009.

The  Company has an Incentive Stock Option Plan (the "Plan")
under  which  options to purchase Class A Non-voting  Common
Stock may be granted to employees. Options granted under the
Plan  are generally granted at exercise prices equal  to  or
greater than the fair market value on the date of grant. The
options  vest at 20% each year and are fully vested in  five
years.   They  have  a contractual life of  ten  years.   In
October 1994, the Board of Directors increased the number of
shares available under the Plan to 1,800,000 and amended the
Plan to provide accelerated vesting upon a change in control
of  the  Company.   Total  options available  for  grant  at
September 30, 1997 was 1,237,995 shares.

As  of  September 30, 1997, the Company had 562,005  options
outstanding  (options granted less options canceled  due  to
employee termination) at exercise prices ranging from  $8.75
to  $21.75 and a weighted average remaining contractual life
of  6.7  years. Of these options, 301,152 are vested with  a
weighted average exercise price of $13.84 per share and none
have been exercised. A summary of Plan activity for each  of
the  three fiscal years ended September 30, 1995,  1996  and
1997 follows:

                     Stock Option Plans

                   Number of Shares   Price Range of Shares  Weighted Average
                     Under Option        Under Option         Exercise Price
                   ----------------   ---------------------  ----------------
                                                        
Outstanding at 
September 30, 1994    546,950             $13.00-$27.00           $15.26
   Granted            402,969             $ 8.75-$12.50           $11.76
   Canceled          (230,081)            $10.38-$27.00           $15.21
   Exercised                0                         -
                     --------             -------------           ------
Outstanding at 
September 30, 1995    719,838             $ 8.75-$21.75           $13.32
   Granted             62,624             $ 8.75                  $ 8.75
   Canceled          (138,815)            $ 8.75-$21.75           $11.61
   Exercised                0                         -
                     --------             -------------           ------
Outstanding at 
September 30, 1996    643,647             $ 8.75-$21.75           $13.24
   Granted             24,313             $12.75                  $12.75
   Canceled          (105,955)            $ 8.75-$21.75           $11.97
   Exercised                0                         -
                     --------             -------------           ------
Outstanding at 
September 30, 1997    562,005             $ 8.75-$21.75           $13.46
                     ========             =============           ======

                Range of Options Outstanding
 
                                         Weighted               Exercisable
                             Weighted    Average                   Shares
                 Number of   Average     Remaining                Weighted
   Range of       Shares     Exercise    Contract                 Avg. Exer.
Exercise Prices Outstanding   Price    Life (years)  Exercisable    Price
- --------------- -----------  --------  ------------  ----------- -----------
 $8.75-$12.75     147,655     $12.05        6.7          46,332     $12.12
$13.00-$13.00     257,900     $13.00        6.7         154,740     $13.00
$14.00-$14.50     125,400     $14.00        6.8          75,240     $14.00
$21.75-$21.75      31,050     $21.75        5.2          24,840     $21.75
- -------------     -------     ------        ---         -------     ------
 $8.75-$21.75     562,005     $13.46        6.7         301,152     $13.84

In accordance with SFAS 123, the fair value of these options
was  estimated  at the date of grant using  a  Black-Scholes
option  pricing  model with the following  weighted  average
assumptions for the years ended September 30, 1997 and 1996,
respectively:

                                 September 30   September 30
                                     1996           1997
                                 ------------   ------------
                                              
   Risk-free interest rate           5.68%          5.90%
   Dividend yield                       0%             0%
   Volatility factor of the 
     expected market price of the
     Company's common stock          38.6%          38.6%
   Expected life of the options    5 years        5 years

The pro forma impact on net income and earnings per share is
immaterial,  thus  no  pro  forma  disclosures   have   been
presented.

The  Black-Scholes option valuation model was developed  for
use  in  estimating the fair value of traded  options  which
have no vesting restrictions and are fully transferable.  In
addition, this option valuation model requires the input  of
highly  subjective assumptions including the expected  stock
price  volatility.   Because the  Company's  employee  stock
options  have  characteristics significantly different  from

those  of  traded  options,  and  because  changes  in   the
subjective input assumptions can materially affect the  fair
value  estimate, in management's opinion, the  Black-Scholes
model does not necessarily provide a reliable single measure
of the fair value of its employee stock options.

Shares of reserved common stock at September 30, 1997,  were
as follows:

                                   Class A   Class B
                                 --------- ---------
                                      
Stock option plan                1,800,000         -
Stock warrants                      23,559     4,106
401(k) plan                        100,000         -
Conversion of Class B 
 Voting Stock                    1,484,407         -
                                 ---------  --------
                                 3,407,966     4,106
                                 =========  ========

Note G - Income Taxes

The federal income tax provision consisted of:

                                    Years Ended September 30,
                                  1995        1996         1997
                               ----------------------------------
                                        (In thousands)
                                                
Current                        $(3,660)     $   800      $ 5,024
Deferred                        (4,478)       1,192         (279)
                                ------       ------       ------
                               $(8,138)     $ 1,992      $ 4,745
                                ======       ======       ======

A reconciliation of income taxes calculated at the statutory
rate and the provision for income taxes were as follows:

                                    Years Ended September 30,
                                1995          1996         1997
                               ----------------------------------
                                          (In thousands)
                                                
Income taxes at the 
federal statutory rate         $(8,295)     $ 1,882      $ 4,612
Effect of nondeductible 
amortization of intangible 
assets                              27           27           27
Other                              130           83          106
                                ------       ------       ------
                               $(8,138)     $ 1,992      $ 4,745
                                ======       ======       ======

Income  before income taxes on the statements of  operations
differs from taxable income due to the following, which  are
accounted  for differently for financial statement  purposes
than  for federal income tax purposes and result in deferred
tax expense (benefit):

                              
                                   Years Ended September 30,
                                 1995        1996          1997
                               ----------------------------------
                                        (In thousands)
                                                 
Inventory basis                $  (964)    $  (105)       $ (176)
Provision for store closings
  and related charges           (3,615)      1,365          (365)
Other                              101         (68)          262
                                ------      ------         -----
                               $(4,478)    $ 1,192        $ (279)
                                ======      ======         =====

Significant   components  of  the  Company's  deferred   tax
liabilities and assets as of September 30, 1996 and 1997 are
as follows:

                                   Years Ended September 30,
                                        1996        1997
                                   --------------------------
                                         (In thousands)
                                             
Deferred tax liabilities:
  Book over tax inventory basis        $  695      $  539
  Prepaid expenses                        311         354
                                        -----       -----
    Total deferred tax liabilities      1,006         893
Deferred tax assets:
  Book over tax depreciation              665       1,432
  Inventory reserve                     2,307       2,357
  Amortization of non-competes            535         297
  Accrued liabilities                     762         390
  Other, net                               77          36
                                        -----       -----
    Total deferred tax assets           4,346       4,512
                                        -----       -----
    Net deferred tax asset             $3,340      $3,619
                                        =====       =====

Note H - Related Party Transactions

Pursuant  to  the  terms  of a financial  advisory  services
agreement,  an  affiliate  of the  general  partner  of  the
majority  stockholder  provides  management  consulting  and
investment  banking services to the Company  for  a  $33,333
monthly    retainer.   These   services   include    ongoing
consultation with respect to offerings by the Company of its
securities, including, but not limited to, the form, timing,
and   structure  of  such  offerings.  In  addition  to  the
retainer,  the  affiliate earns fees from  the  Company  for
other business and financial consulting services. Management
fees  and  expense reimbursements of $557,210, $649,856  and
$590,152  were  paid  to the affiliate in  the  years  ended
September 30, 1995, 1996, and 1997, respectively.

In  November 1997, the Company accepted $26,677,  which  was
originally tendered in 1995, as final payment on a note from
the  former  Chairman  of  the Board  to  the  Company.   In
accepting  such payment, the Company retained its rights  to
assert certain claims against the former Chairman.

From  July  1994  to  August 1994, the  Company  loaned  the
President  and Chief Executive Officer $729,113 to  purchase
50,000  shares of Class A Non-voting Common Stock, which  is
shown  as  a  reduction  of stockholders'  equity  in  these
financial  statements. Interest accrues annually at  a  rate
equal  to  the  prime  rate plus one half  of  one  percent.
Interest  is  payable annually on December 31 of  each  year
until  June  30, 1999. As of September 30, 1997, the  amount
owed  is  $729,113 plus accrued interest  of  $48,661.   The
Company  records interest income on the loan  and  annually,
the  Board of Directors makes a determination of the  amount
to   be  forgiven,  if  any,  and  changes  such  amount  to
compensation  expense tothe President  and  Chief  Executive
Officer.

In  October 1994, the Board of Directors approved agreements
which provide incentive compensation to the Chairman and the
Chief  Executive Officer based on growth in the share  price
of   the  Company's  publicly  traded  common  stock.   Both
executives  were  advanced  $1.5  million  evidenced  by   a
recourse  promissory note, due in 2004 and bearing  interest
at  the  minimum  rate  allowable  for  federal  income  tax
purposes  (ranging from 5.83% to 5.98% for 1997).  Specified
percentages of loan principal will be forgiven each time the
average closing price of the Company's Class A Common  Stock
exceeds  specified  Stock Price Targets  for  at  least  ten
consecutive trading days. The Stock Price Targets range from
$22.50   to  $62.50  per  share  and  provide  for  complete
forgiveness  of principal if the share price exceeds  $32.50
per  share within five years or $62.50 per share within  ten
years. The Program provides that Stock Price Targets will be
adjusted  proportionately for certain  capital  transactions
and  that  the  death  or disability of  the  executive,  or
certain  changes in control, will result in  forgiveness  of
the  then remaining principal and interest. Accrued interest
is forgiven based upon continued employment of the executive
and the Company is required to reimburse each
executive  for the income tax consequences of this  Program.
Through September 30, 1997, no Stock Price Targets have been
attained;   charges  to  operations  consist   of   interest
forgiveness  and  related  income  tax  costs  and   totaled
$322,401.  Also see Note I - Leases.

Note I - Leases

The  Company leases various facilities and certain equipment
under  operating leases.  Certain buildings are leased  from
the  former  Chairman of the Board of the  Company,  in  the
ordinary  course  of business.  Future minimum  rentals  due
under  noncancelable  leases  including  stores  which  were
closed are as follows for each of the years ending September
30:

                           Related Parties   Other     Total
                           ---------------------------------
                                     (In thousands)
                                           
          1998                $  267     $  9,198   $  9,465
          1999                   163        7,628      7,791
          2000                     -        5,763      5,763
          2001                     -        4,594      4,594
          2002                     -        2,851      2,851
          Thereafter               -        3,421      3,421
                               -----       ------     ------
                              $  430      $33,455    $33,885
                               =====       ======     ======

The  Company subleases some of the above facilities.  Future
minimum  rentals  expected  under  these  subleases  are  as
follows for each of the years ending September 30:

                           Related Parties   Other     Total
                           ---------------------------------
                                     (In thousands)
                                            
          1998                 $    32     $   461   $   493
          1999                      23         252       275
          2000                       -          93        93
          2001                       -          69        69
          2002                       -          55        55
          Thereafter                 -          72        72
                                ------       -----     -----
                               $    55      $1,002    $1,057
                                ======       =====     =====

Rent expense for the years was as follows:

                                 Related Parties     Total
                                 --------------------------
                                       (In thousands)
                                             
          1995                         $ 276       $ 9,603
          1996                           245         9,722
          1997                           248        10,082

In  connection with the closing of 32 stores in  the  fourth
quarter of 1995, the Company recorded a provision for  lease
terminations of $1.2 million.

Note J - Employment Agreement

The Company entered into a 20-year employment agreement with
the  former Chairman of the Board, Courtland L. Logue,  Jr.,
("Mr.  Logue")  for a minimum base salary of $300,000  which
was  to  expire  in  2009. On July  28,  1995,  the  Company
terminated  Mr.  Logue's  contract  under  terms   of   such
agreement.  The Company has made demand that Mr.  Logue  pay
monies  in connection with a performance right contained  in
Section 5(o) of a stock purchase agreement between Mr. Logue
and  a  predecessor Company. The Company and Mr. Logue  have
not yet resolved this issue.  See Note L - "Contingencies."

Note K - 401(k) Plan

Effective  October 1, 1991, the Company's Board of Directors
established a 401(k) Plan whereby eligible employees of  the
Company   may   contribute  a  maximum  of  15%   of   their
compensation  within  allowable limits.   The  Company  will
match 25% of each employee's contribution, up to 6% of their
compensation,  in  the form of the Company's  Class  A  Non-
voting  Common Stock.  Contribution expense related  to  the
plan  for  1995,  1996  and 1997 was approximately  $66,000,
$65,000 and $37,000, respectively.

Note L - Contingencies

From  time  to  time, the Company is involved in  litigation
relating   to  claims  arising  from  its  normal   business
operations. Currently, the Company is a defendant in several
lawsuits.   Some  of  these  lawsuits  involve  claims   for
substantial  amounts. While the ultimate  outcome  of  these
lawsuits  cannot  be  ascertained, after  consultation  with
counsel, the Company believes the resolution of these  suits
will  not  have  a material adverse effect on the  Company's
financial  condition  or  results of  operations.   However,
there  can  be  no assurance as to the ultimate  outcome  of
these matters.

On  July  28,  1995, the Company terminated  the  Employment
Agreement  of Courtland L. Logue, Jr., the Company's  former
Chairman  and  Chief  Executive Officer,  and  an  owner  of
approximately  19%  of  the  Company's  outstanding   voting
securities (Class B Voting Common Stock).  Since Mr. Logue's
termination,  the  Company has had ongoing discussions  with
him concerning certain equipment leases and other matters of
dispute  between Mr. Logue and the Company, as well  as  the
application   of   provisions  to  Mr.  Logue's   Employment
Agreement and Stock Purchase Agreement with the Company.  On
March  8,  1996, the Company filed a lawsuit styled  EZCORP,
Inc.  v. Courtland L. Logue, Jr. in the 201st District Court
of  Travis  County, Texas to declare Mr. Logue's  employment
contract terminated and, as a result, to permit the  Company
to recover approximately $2.7 million in damages pursuant to
the  terms  of  Mr. Logue's Stock Purchase  Agreement.   Mr.
Logue  filed  counter-claims  to  recover  monetary  damages
relating  to the Employment Agreement and certain  equipment
leases  and  notes entered into between Mr.  Logue  and  the
Company.  The trial court has ruled that the Company may not
recover  from Mr. Logue, under the terms of the  performance
right  provision, as that provision, according to the  trial
court,  represents an unenforceable penalty and not, as  the
Company   believes,   an   enforceable   liquidated   damage
provision.   However, the Company has asserted other  claims
against  Mr. Logue for the recovery of significant  monetary
damages.  The case is in the discovery phase, with  a  trial
expected in 1998.

The Company is also the nominal defendant in a lawsuit filed
July  18,  1997  by a holder of thirty-nine (39)  shares  of
Company  stock styled for the benefit of the Company against
certain directors of the Company in the Castle County  Court
of  Chancery in the State of Delaware.  The suit alleges the
defendants breached their fiduciary duties to the Company in
approving    certain   management   incentive   compensation
arrangements and an affiliate's financial advisory  services
contract with the Company.  The suit seeks recision  of  the
subject   agreements,  unspecified  damages  and   expenses,
including  plaintiff's legal fees.     The  defendants  have
filed a motion to dismiss which is pending before the court.

Note M - Quarterly Information (Unaudited)

                              Year Ended September 30, 1997
               First Quarter Second Quarter  Third Quarter Fourth Quarter
               ----------------------------------------------------------
                        (In thousands, except per share amounts)
                                                     
Total revenues       $45,842        $46,296        $42,405       $45,756
Net income             1,903          1,769          2,050         2,711

Net income per share   $0.16          $0.15          $0.17         $0.23

                              Year Ended September 30, 1996
               First Quarter Second Quarter  Third Quarter Fourth Quarter
               ----------------------------------------------------------
                        (In thousands, except per share amounts)
                                                      
Total revenues       $51,433       $45,518        $38,129         $38,546
Net income               825           218          1,027           1,473

Net income per share   $0.07         $0.02          $0.09           $0.12

Note N - Fiscal 1995 Special Charges

The  Company recorded the following pre-tax charges  in  the
quarter  ended  September 30, 1995, which  decreased  income
before taxes for the year ended September 30, 1995 by  $25.5
million:

                                                   Amount
                                              ---------------
                                               (In thousands)
                                             
Inventory valuation                             $  8,740
Scrap jewelry liquidation                          6,633
Provision for store closings                       7,664
Other charges                                      2,469
                                                 -------
                                                $ 25,506
                                                 =======

During  the  fourth quarter ended September  30,  1995,  the
Company   identified  and  commenced  the   liquidation   of
approximately  $27  million in jewelry inventory  which  had
accumulated  primarily as a result  of  a  $20  million  new
jewelry program undertaken in prior periods and as a  result
of  past  lending  practices. The Company sold  or  scrapped
$15.6  million of this jewelry (included in "Cost  of  Goods
Sold")  and  realized  $8.9 million  of  cash  (included  in
"Merchandise Sales") in the fourth quarter of 1995.  Largely
as a result of the scrapping activity, the Company increased
its valuation reserve by $8.7 million (included in "Cost  of
Goods  Sold").  The remaining jewelry was liquidated  during
1996.

Also during the fourth quarter of 1995, management made  the
decision  to  close  or  consolidate  32  of  the  Company's
underperforming  stores.  This action  resulted  in  a  $7.7
million  provision. The provision included $2.3 million  for
the  write-down of various fixed assets to realizable value,
$3.9  million  for  the  write-down  of  various  intangible
assets,  $1.2 million for future rent obligations, and  $0.3
million  for  various  other  expenses.  The  provision  was
included  as part of "Operations" expense for classification
purposes.    As  of  September  30,  1995,  the  32   stores
identified for closing and consolidation had aggregate  pawn
loans outstanding of $1.9 million. During Fiscal 1995, these
stores  incurred an operating loss of $0.4 million on  total
revenues of $13.4 million.

During  1996,  the  Company paid  and  charged  against  the
provision  $1.1  million  and made  no  adjustments  to  the
original amount of the provision.  As of September 30, 1996,
the accrual for store closings was $0.4 million, principally
for estimated rent obligations.

During  1997,  the  Company paid  and  charged  against  the
provision $0.3 million and increased the original amount  of
the  provision by $0.1 million.  As of September  30,  1997,
the accrual for store closings was $0.2 million, principally
for estimated rent obligations.

In  1995, the Company provided $2.5 million principally  for
several  legal  matters.   This  provision  is  included  in
"Administrative" expense.

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

      The  Company  had  no disagreements on  accounting  or
financial  disclosure matters with its independent certified
public accountants to report under this Item 9.

                          PART III

Item 10. Directors and Executive Officers of the Registrant

      The executive officers and directors of the Company as
of December 1, 1997 were as follows:

     Name                       Age       Title
     ----------------------     ---  -----------------------
     Sterling B. Brinkley(1)    45   Chairman of  the  Board
                                     of Directors
     Vincent A. Lambiase(1) (3) 57   President, Chief Executive
                                     Officer, and Director
     Daniel N. Tonissen(1) (3)  47   Senior  Vice President,
                                     Chief Financial Officer,
                                     Assistant Secretary, and
                                     Director
     J. Jefferson Dean          31   Vice President
                                     Strategic Planning and
                                     Business Development,
                                     Secretary and Director
     Mark C. Pickup(2) (4)      47   Director
     Richard D. Sage (2) (4)    57   Director
     John E. Cay, III (4)       52   Director
     ---------------------------
     (1) Member of Executive Committee
     (2) Member of Incentive Compensation Committee
     (3) Member of Section 401(k) Plan Committee
     (4) Member of Audit Committee

      The Class B Stockholders intend to re-elect the above-
listed   directors  at  the  Annual  Stockholders'   Meeting
expected to be held on March 12, 1998.

     Mr. Brinkley has served as either Chairman of the Board
or  Chairman  of  the Executive Committee of  the  Board  of
Directors  of  the Company since 1989. He has  served  as  a
Managing Director of Morgan Schiff & Co., Inc., an affiliate
of Mr. Phillip Cohen, from 1986 to 1990 and currently serves
as  a consultant to Morgan Schiff & Co., Inc. See " Security
Ownership of Certain Beneficial Owners and Management."  Mr.
Brinkley  has  also  served  as Chairman  of  the  Board  or
Chairman  of  the Executive Committee of Crescent  Jewelers,
Inc.,  a  138-store jewelry chain since 1988.  In  addition,
since  1990,  he  has served as Chairman  of  the  Board  or
Chairman of the Executive Committee of Friedman's,  Inc.,  a
425-store jewelry chain, and MS Pietrafesa, L.P., an apparel
manufacturing  business.  In  addition,  Mr.   Brinkley   is
President  and Chairman of the Board of MS Pawn Corporation,
the  general partner of MS Pawn Limited Partnership.  Morgan
Schiff  &  Co.,  Inc.,  Crescent  Jewelers,  Inc.,  and   MS
Pietrafesa, L.P. are affiliates of the Company.

      Mr. Lambiase has served as a director, President,  and
Chief  Executive  Officer of the Company  since  July  1994.
From  1991  to 1994, he was a Vice President for Blockbuster
Entertainment, Inc.  From 1986 to 1991, he was an  associate
of  E.S. Jacobs & Company, a venture capital firm. From 1978
to 1985, he was CEO of Winchell's Donut House.

      Mr.  Tonissen  has served as a director,  Senior  Vice
President, Chief Financial Officer, and Assistant  Secretary
of  the Company since August 1994. From 1992 to 1994, he was
Vice  President  and  Chief Financial Officer  of  La  Salsa
Holding  Company, an operator and franchiser of restaurants.
From 1989 to 1991, he was Vice President and Chief Financial
Officer of Valley Grain Products, Inc.

      Mr. Dean has served as a director of the Company since
1992,  Secretary  since  1995 and Vice  President  Strategic
Planning and Business Development since 1997. From  1994  to
1996, Mr. Dean served as Director of Strategic Planning  for
the  Company.  From 1990 to 1996, Mr. Dean  served  as  Vice
President  Strategic  Planning  and  as  a  director  of  MS
Pietrafesa,  L.P.,  an  apparel manufacturing  business.  In
addition, from 1991 to 1994, Mr. Dean served the Company  as
Director of Financial Planning. From 1989 to 1990, Mr.  Dean
served  as  an  Associate of Morgan Schiff &  Co.,  Inc.  an
affiliate  of Mr. Phillip Cohen (see "Security Ownership  of
Certain Beneficial Owners and Management").

      Mr.  Pickup  has served as a director of  the  Company
since  1993.  He served as President and Co-Chief  Executive
Officer  of  Crescent Jewelers, Inc. from 1993 to  1995  and
Chief Financial Officer of Crescent Jewelers, Inc. from 1992
until  1995.  Since 1993, Mr. Pickup has also  served  as  a
director  of  Friedman's, Inc. (and MS Jewelers Corporation,
its  predecessor). From 1982 until 1992, Mr.  Pickup  was  a
partner  in  the  accounting firm of  Ernst  &  Young,  most
recently in the San Francisco office.

      Mr. Sage has served as a director of the Company since
July  1995. He was a co-founder of AmeriHealth, Inc.,  which
owned  and  managed  hospitals. He served  as  Treasurer  of
AmeriHealth, Inc. from April 1983 to October 1995 and was  a
member  of the board of directors of AmeriHealth, Inc.  from
April 1993 to December 1994. Mr. Sage served from June  1988
to  June  1993 as a Regional Vice President of HHL Financial
Services  Company,  which specializes in the  collection  of
health care accounts receivable. He is presently a member of
the  Board  of Directors of Champion Healthcare Corporation.
Since  June  1993,  he  has been associated  with  Sage  Law
Offices in Miami, Florida.

      Mr.  Cay has served as a director of the Company since
March 1997.   He has served as President and CEO of Palmer &
Cay, Inc., a Savannah based insurance brokerage and employee
benefit  consulting firm, since 1970.  Since  1987,  he  has
also  served as a director of First Union National  Bank  of
Georgia.  He is also a director of Omni Insurance Group,  an
Atlanta  based  auto  insurance company.   He  was  recently
elected  to  the  board  of Friedman's,  Inc.,  a  425-store
jewelry chain.

Committees of the Board

     The Board of Directors held five (5) meetings and acted
by  unanimous consent on one (1) other occasion  during  the
year  ended  September 30, 1997. The Board of Directors  has
appointed four committees, an Executive Committee, an  Audit
Committee,  a  Compensation Committee and a  Section  401(k)
Plan  Committee. The members of the Executive Committee  for
Fiscal  1997  were  Mr.  Brinkley,  Mr.  Lambiase  and   Mr.
Tonissen.  The Executive Committee held three  (3)  meetings
which  all  members  attended.  The  members  of  the  Audit
Committee  for  Fiscal 1997 were Mr. Pickup, Mr.  Sage,  Mr.
Dean  (non-voting, until March 6, 1997)  and  Mr.  Cay.  The
Audit  Committee  held five (5) meetings which  all  members
attended.  The  Compensation  Committee,  comprised  of  Mr.
Pickup  and  Mr. Sage held three (3) meetings during  Fiscal
1997   which  all  members  attended.  The  committee   that
administers the Section 401(k) Plan consists of Mr. Lambiase
and  Mr.  Tonissen  and held one (1) meeting  during  Fiscal
1997.   All  directors attended more than 75% of  the  total
number  of  meetings of the Board and of the  committees  on
which they serve.

Compliance with Section 16(a) of the Exchange Act

      All officers and directors were timely throughout  the
fiscal year in filing all reports required by Section  16(a)
of  the  Exchange Act, with the exceptions  of  Sterling  B.
Brinkley,  whose Form 4 was filed two days late,  Mr.  James
Jefferson  Dean, whose Form 4 was filed two  days  late  and
whose Form 5 was filed 26 days late, and Mr. Mark C. Pickup,
whose Form 5 was filed 29 days late.

Item 11.  Executive Compensation

Cash Compensation
     The following table sets forth compensation paid by the
Company  and  its  subsidiaries for services  during  Fiscal
1995,  Fiscal  1996, and Fiscal 1997 to the Company's  Chief
Executive  Officer, and to each of the Company's  four  most
highly  compensated  executive officers whose  total  annual
compensation   exceeded   $100,000   (such   four    persons
collectively  herein  referred to as  the  "Named  Executive
Officers").

                                                                   All other
                                    Annual Compensation          Compensation
Name and Principal Position    Year Salary($)  Bonus($)  Other($)  ($)(1)(2)
- ---------------------------    ---- ---------  --------  -------- -----------
                                                             
Sterling B. Brinkley           1995  298,397    62,400    58,883          -
   Chairman of the Board(3)    1996  300,000    84,565    79,799          -
                               1997  300,000   188,572    83,580          -

Vincent A. Lambiase            1995  343,269   134,251   381,048      3,780
   President & Chief Executive 
   Officer(4)                  1996  350,000   149,611   211,878      3,780
                               1997  400,000   602,700   250,960      3,780

Daniel N. Tonissen             1995  152,024         -   116,250      1,674
   Senior Vice President, 
   Chief Financial             1996  155,000         -    40,474      1,674
   Officer, and Assistant 
   Secretary                   1997  183,249   131,250    21,054      1,872

Steven R. Griessen             1996  115,000         -         -      1,080
    Vice President 
    Development(5)             1997  115,000    43,125    57,500      1,080

J. Jefferson Dean              1996  100,000         -         -      1,080
   Vice  President  Strategic  1997  130,538    97,500         -      1,080
   Planning & Business 
   Development, and 
   Secretary(6)

- -----------------------------------------------
(1)  The  Company's long-term compensation program for  most
     senior  officers  does not include long-term  incentive
     payouts,  stock  options,  SARs,  or  other  forms   of
     compensation
(2)  This  category  includes  the value  of  any  insurance
     premiums paid on behalf of the named executive.
(3)  Mr.   Brinkley's  Other  Annual  Compensation  includes
     $83,580 for payment of taxes for Fiscal 1997.
(4)  Mr.   Lambiase's  Other  Annual  Compensation  includes
     $106,333  for  payment of taxes  for  Fiscal  1997  and
     $64,343 for relocation expenses.
(5)  Mr.  Griessen  resigned effective  October  1997.   The
     other compensation payable relates to this resignation.
(6)  Mr. Dean became Secretary on November 29, 1995 and Vice
     President  Strategic Planning and Business  Development
     on January 31, 1997.

Employment Agreements
      Vincent  A.  Lambiase, President and  Chief  Executive
Officer  of  the  Company,  is  employed  pursuant   to   an
employment agreement with the Company. The agreement engages
Mr.  Lambiase as Chief Executive Officer from July  1,  1994
through  June 30, 1999. Commencing on July 1, 1999 and  each
July 1 thereafter,  this term is to be extended for  an  additional
year  unless  the  Company or Mr. Lambiase gives  notice  at
least  30 days prior to any such July 1 date that it  or  he
does not wish to extend the agreement.

     In addition to a minimum base salary of $350,000 (which
may  be  increased by the Board of Directors), the agreement
entitles Mr. Lambiase to receive a bonus of 75% or  more  of
his  base compensation based upon objectives determined each

year  by  the Executive Committee of the Board of Directors.
The agreement also provides for a loan by the Company to Mr.
Lambiase  of  sufficient cash to purchase 50,000  shares  of
Company  stock. Mr. Lambiase purchased such stock at various
times  between  July  25, 1994 and August  11,  1994  at  an
average  price per share of $14.49. The Company  loaned  Mr.
Lambiase  a  total  of  $729,113  to  purchase  this  stock.
Interest,  charged at the prime rate plus  one-half  of  one
percent,  is  payable annually on December 31 of  each  year
until  the  earlier of June 30, 1999, or one year after  the
death  or permanent disability of Mr. Lambiase or a  default
in  payment  on the loan. The agreement also grants  to  Mr.
Lambiase  the option to purchase, pursuant to the  Company's
Long-Term Incentive Plan, 250,000 shares of the Class A Non-
voting stock of the Company.

     On October 7, 1994, pursuant to an authorization by the
Board  of  Directors on October 1, 1994, the Company  funded
loans of $1,500,000 to each of Mr. Lambiase and Mr. Sterling
B.  Brinkley,  Chairman of the Board of the Company.   These
loans shall be partially or wholly forgiven during the  ten-
year period between October 7, 1994 and October 7, 2004,  to
the extent that the Company's stock price reaches the levels
set  forth  in the following tables. Table I applies  during
the  first  five years of the ten-year term,  and  Table  II
applies during the last five years.

                              TABLE I
                                       PERCENTAGE OF ORIGINAL
                                        PRINCIPAL AMOUNT OF
          STOCK PRICE TARGET               LOAN FORGIVEN
          ------------------           ----------------------
                                           
              $22.50                          10%
              $25.00                          25%
              $27.50                          50%
              $30.00                          75%
              $32.50                          100%
          
                              TABLE II
                                        PERCENTAGE OF REMAINING
                                          PRINCIPAL AMOUNT OF
          STOCK PRICE TARGET                 LOAN FORGIVEN
          ------------------            -----------------------
              $32.50                          50%
              $40.00                          60%
              $47.50                          70%
              $55.00                          80%
              $62.50                          100%

      The  closing stock prices set forth above must average
the  above amounts for ten consecutive trading days and  are
adjustable  for any stock split, recapitalization  or  other
similar  event. In the event of any forgiveness, the Company
shall   remit  to  applicable  taxing  authorities   amounts
sufficient  to  satisfy the tax obligations of  such  person
arising from the forgiveness. The loans are also subject  to
forgiveness  for each person in the event that  such  person
dies  or  becomes disabled or in the event of  a  change  in
control  of  the  Company. The loans bear  interest  at  the
lowest rate allowable under the Internal Revenue Code, which
will  preclude consideration of the loan as a "below  market
loan"  for purposes of Section 7872 of the Internal  Revenue
Code.  Each  person receives a bonus in an amount sufficient
to  pay  interest  on the loans and taxes arising  from  the
bonus.

      The  Company entered into an Employment Agreement with
Courtland  L.  Logue, Jr. (Mr. Logue), the Company's  former
Chairman and Chief Executive Officer on July 25, 1989, which
was  amended in September 1990 and in July 1994. On July 28,
1995,  the  Company  terminated Mr.  Logue's  contract.  The
Company  has  made  demand  that Mr.  Logue  pay  monies  in
connection  with  a performance right contained  in  Section
5(o)  of a stock purchase agreement between Mr. Logue and  a
predecessor   Company,   explained   below.    See    "Legal
Proceedings."

       The  Employment  Agreement  referred  to  above  also
contains  provisions prohibiting Mr. Logue  from  disclosing
any  information  at  any time which is proprietary  to  the
Company, or from using such information in any manner  which
would  cause  loss or damage to the Company.  The  Agreement
also  provides that if it is breached by Mr.  Logue,  he  is
required  by the provisions of the Second Amendment  to  the
Stock  Purchase Agreement, to pay the Company  cash  in  the
amount  of approximately $2.7 million as liquidated damages.
The  Company has made a demand for such payment. In addition
to  the  provisions of the Employment Agreement,  the  Stock
Purchase Agreement executed by Mr. Logue in connection  with
the   acquisition  by  the  Company  of  the  stock  of  the
Predecessor,  prohibits  Mr.  Logue  from  engaging  in  any
activity  which  is  substantially in  competition  with  or
detrimental to the business of the Company for a  period  of
twenty   (20)  years  following  the  consummation  of   the
transaction.  While  it  is unclear whether  a  court  would
enforce  all  aspects of the non-competition  agreement  set
forth  in  the Stock Purchase Agreement in strict accordance
with its terms, the Company believes that the provisions  of
the  Employment Agreement and the requirement that Mr. Logue
pay  liquidated damages for breach of such are  enforceable.
See "Legal Proceedings."

      Outside directors receive between $12,000 and  $25,000
per  annum as determined by the Board of Directors for their
services  on  the Board and its committees as  well  as  the
reimbursement  of  their out-of-pocket  expenses  to  attend
Board and Committee meetings.

            Option/SAR Grants in Last Fiscal Year

                                                    Potential Realizable
                                              Value at Assumed Annual Rates
                                               of Stock Price Appreciation
                      Individual Grants             for Option Term (2)
             --------------------------------- ------------------------------
                Number of  % of Total
               Securities  Options/SARs
               Underlying  Granted to  Exercise or
             Options/SARs  Employees in Base Price  Expiration
Name         Granted(#)(1) Fiscal Year    ($/Sh)       Date       5%     10%
- ------------ ------------- ------------ ----------- ---------- ------- ------
                                                     
J. Jefferson Dean 
Vice President Strategic
Planning and Business
Development and 
Secretary          24,313        100%       12.75    1/1/07    $  0  $92,027

- ------------------------------------
(1)  Stock options become exercisable in five equal
     installments beginning one year after the date of
     grant.
(2)  As suggested by the Securities and Exchange
     Commission's rules on executive compensation
     disclosure, the Company projected the potential
     realizable value of each grant of options or
     freestanding SARs, assuming that the market price of
     the underlying security appreciates in value from the
     date of grant to the end of the option or SAR term at
     annualized rates of 5% and 10%.
                              
           Aggregate Options/SAR Exercises in Last
          Fiscal Year and FY-End Option/SAR Values

      The  following  table sets forth  certain  information
concerning  the exercise of stock options (or  tandem  SARs)
and  freestanding  SARs  in Fiscal 1997  and  the  value  of
unexercised  options  and SARs held by  each  of  the  Named
Executive  Officers at the end of the Company's last  fiscal
year.

                                  Number  of Securities  Values of Unexercised
                                 Underlying Unexercised  In-the-Money Options
                                     Options/SARs at            /SARs at
                                        FY-End (#)          FY-End ($) (1)
         Shares Acquired    Value     Exercisable/           Exercisable/
Name     on Exercise (#)  Realized($)  Unexercisable         Unexercisable
- -------- --------------- ----------- -----------------   --------------------
                                             
Sterling B. Brinkley
  Chairman of the Board
                      -           -     75,000/50,000                   0/0

Vincent A. Lambiase
  President & Chief
  Executive Officer   
                      -           -   150,000/100,000                  0/0

Daniel N. Tonissen
  Senior Vice President,
  Chief Financial Officer,
  and Assistant Secretary
                      -           -      9,724/14,589                 0/0

J. Jefferson Dean
  Vice President Strategic
  Planning and Business
  Development and Secretary
                      -           -          0/24,313                 0/0

- -----------------------------------------------
(1)  Values  stated  are  based upon the  closing  price  of
     $10.375  per share of the Company's Class A  Non-voting
     Common  Stock  on The Nasdaq Stock Market on  September
     30, 1997, the last trading day of the fiscal year.

Compensation Pursuant to Plans

Stock Incentive Plan
      The  Company's  Board  of Directors  and  stockholders
adopted  the EZCORP, Inc. 1991 Long-Term Incentive  Plan  on
June  6,  1991 (the "Plan"). The Plan provides for  (i)  the
granting  of  stock  options qualified  under  the  Internal
Revenue  Code of 1986, as amended (the "Code")  section  422
(so-called  "incentive stock options") to purchase  Class  A
Common  Stock,  (ii)  the  granting  of  stock  options  not
qualified  under  Code  section  422  ("nonqualified   stock
options") to purchase Class A Common Stock, (iii)
the  granting  of stock appreciation rights ("SARs"),  which
give  the holder the right to receive cash or Class A Common
Stock in an amount equal to the difference between the  fair
market value of a share of Class A Common Stock on the  date
of  exercise  and  the date of grant, (iv) the  granting  of
limited stock appreciation rights ("LSARs"), which give  the
holder the right under limited circumstances to receive cash
in  an  amount equal to the difference between (a) the  per-
share  price paid in an applicable tender offer or  exchange
offer  for the Company or fair market value of the  Class  A

Common  Stock in the event of specified "change of  control"
events  and (b) the fair market value of the Class A  Common
Stock  on  the date of grant. The Plan permits the  exercise
price  of  the  options  to  be  paid  either  in  cash,  by
withholding from the shares to be delivered pursuant to  the
exercise of the option that number of shares equal in  value
to  the  exercise price, or by the delivery of already-owned
Class A Common Stock.

      There  are  1,800,000 shares of Class A  Common  Stock
(subject to certain adjustments) reserved under the Plan for
issuance upon the exercise of options and the settlement  of
SARs  and LSARs. Shares subject to an option, SAR,  or  LSAR
that  is  terminated or that expires will again be available
for  grant  under  the  Plan. Persons  eligible  to  receive
options,  SARs, and LSARs are all employees of  the  Company
selected    by   the   Incentive   Compensation    Committee
("Committee")  appointed  by  the  Board  of  Directors   to
administer the Plan. Non-employee directors are not eligible
to receive awards under the Plan.

      In  general,  the  Committee  has  the  discretion  to
establish the terms, conditions, and restrictions  to  which
options, SARs, and LSARs are subject. The options, SARs, and
LSARs are not transferable except by will and by the laws of
descent   and   distribution,  and   under   other   limited
circumstances.  The Plan is intended to be  qualified  under
Rule  16b-3  promulgated  by  the  Securities  and  Exchange
Commission,  which  Rule  generally exempts  certain  option
grants  and certain stock or cash awards from the provisions
of Section 16(b) under the Securities Exchange Act of 1934.

     Options granted under the Plan are generally granted at
exercise  prices equal to the fair market value on the  date
of  the  grant.  In  October 1994, the  Board  of  Directors
increased the number of shares available under the  Plan  to
1,800,000  and  amended  the  Plan  to  provide  accelerated
vesting upon a change in control of the Company.

      As  of  September  30, 1997, the Company  had  562,005
active  options  outstanding (options granted  less  options
canceled due to employee termination) at prices ranging from
$8.75  to  $21.75. Of these options, 301,152 are vested  and
none   have  been  exercised.   See  Notes  to  Consolidated
Financial Statements - Note F "Common Stock and Warrants."

401(k) Plan
      On  June 6, 1991, the Company adopted the EZCORP, Inc.
401(k)  Plan, a savings and profit sharing plan intended  to
qualify  under Section 401(k) of the Code. Under  the  plan,
employees  of the Company and those subsidiaries that  adopt
it  may  contribute up to 15% of their compensation (not  to
exceed  $9,500 in 1997) to the plan trust. The Company  will
match  25%  of an employee's contributions up to 6%  of  his
compensation. Employer contributions may be made in the form
of or invested in Class A Common Stock. Contribution expense
related to the plan for 1997 was approximately $37,000.  The
Company's contributions vest based on the employee's  length
of  service with the Company and its subsidiaries, with  20%
of  the  total  contributions vesting  each  year  once  the
employee  has  three  years of service.  On  termination  of
employment,   an   employee  will   receive   all   of   his
contributions  and  any  vested  portion  of  the  Company's
contributions, as adjusted by any earnings and losses.

Compensation Committee Interlocks and Insider Participation
      For  Fiscal 1997, the Company's Compensation Committee
was  comprised  of  Messrs. Pickup and Sage.  Mr.  Brinkley,
during  Fiscal 1996, served as a director and  an  executive
officer  of the Company and MS Pietrafesa, L.P.   Mr.  Dean,
during  Fiscal 1997, was an executive officer and a director
of  MS  Pietrafesa, L.P., and was an executive  officer  and
director  of  the Company.  The Company and  MS  Pietrafesa,
L.P.  are  both controlled by investment partnerships  or  a
corporate general partner controlled by
Mr.  Phillip  E. Cohen. See "Security Ownership  of  Certain
Beneficial  Owners  and Management." Information  concerning
certain  transactions  between certain  of  the  above-named
persons  and  the Company is described elsewhere  under  the
caption   "Certain   Transactions,"  which   disclosure   is
incorporated herein by reference.

Item  12.   Security Ownership of Certain Beneficial  Owners
and Management

Security Ownership of Management and Principal Stockholders
      The Company is controlled, indirectly, by Phillip  Ean
Cohen,  through  his  ownership of all  of  the  issued  and
outstanding  stock of MS Pawn Corporation, the sole  general
partner  of  MS Pawn Limited Partnership ("MS  Pawn")  which
owns approximately 81% of the Class B Voting Common Stock of
the Company.

      The  table below sets forth information regarding  the
beneficial  ownership of the Company's Common  Stock  as  of
December  1,  1997  for  (i) each of the  Company's  current
directors, (ii) beneficial owners known to the registrant to
own  more  than  five percent of any class of the  Company's
voting  securities,  and  (iii)  all  current  officers  and
directors as a group.

                                 Class A              Class B
                                Non-voting            Voting
Name and Address               Common Stock        Common Stock    Voting
of the Beneficial Owners(a)   Number Percent      Number Percent   Percent
- --------------------------    ------ -------      ------ -------   -------
                                                     
MS Pawn Limited Partnership(b)(g)
                           1,393,716(h)11.89%(h)1,198,990 80.77%    80.77%
MS Pawn Corporation
Phillip Ean Cohen
350 Park Avenue, 8th Floor
New York, New York  10022

Sterling B. Brinkley(c)     275,615     2.60%         --     --        --
350 Park Avenue, 8th Floor
New York, New York  10022

Vincent A. Lambiase(d)      213,150     2.00%         --     --        --
1901 Capital Parkway
Austin, Texas  78746

Daniel N. Tonissen(e)        19,588     0.19%         --     --        --
1901 Capital Parkway
Austin, Texas  78746

J. Jefferson Dean(i)         46,461     0.44%         --     --        --
1901 Capital Parkway
Austin, Texas  78746

Mark C. Pickup                2,600      0.02%         --     --        --
6734 Corte Segunda
Martinez, California  94553

Richard D. Sage (j)           7,570      0.07%         --     --        --
6100 S.W. 128th Street
Miami, Florida  33156

John E. Cay, III              2,500      0.02%         --     --        --
P.O. Box 847
Savannah, GA  31402

Courtland L. Logue, Jr.     967,742(h)  8.96%(h)   285,417  19.28%  19.28%
3016 Hatley Drive
Austin, Texas  78746

All officers and directors 
as a group (seven persons)
(b)(f)                      567,484      5.27%         --      --      --

- ---------------------------------------------
(a)  Except as indicated in the footnotes to this table, the
     persons  named  in  the  table  have  sole  voting  and
     investment power with respect to all shares of Class  B
     Common  Stock  shown  as beneficially  owned  by  them,
     subject to community property laws where applicable.

(b)  MS  Pawn Corporation is the general partner of MS  Pawn
     and  has  the sole right to vote its shares of Class  B
     Common Stock and to direct their disposition. Mr. Cohen
     is  the  sole  stockholder of MS Pawn Corporation.  See
     "Certain Relationships and Related Transactions."   Mr.
     Cohen  also owns 189,341 shares of Class A common stock
     directly.
(c)  Includes  options to acquire 75,000 shares of  Class  A
     Common  Stock  at  $14.00 per  share  and  warrants  to
     acquire  1,191 shares of Class A Common Stock at  $6.17
     per share.
(d)  Includes options to acquire 150,000 shares of  Class  A
     Common Stock at $13.00 per share.
(e)  Includes  options to acquire 14,588 shares of  Class  A
     Common Stock at $12.75 per share.
(f)  Includes options to acquire 244,450 shares of  Class  A
     Common  Stock at prices ranging from $10.00  to  $14.00
     per  share and warrants to acquire 1,405 Class A Common
     Stock shares at $6.17 per share.
(g)  Includes  warrants for 4,093 shares of Class  A  Common
     Stock and 4,106 shares of Class B Common Stock held  by
     MS Pawn and warrants for 1,292 shares of Class A Common
     Stock held by Mr. Cohen.
(h)  The  number  of shares and percentage reflect  Class  A
     Common Stock, together with Class B Common Stock  which
     is convertible to Class A Common Stock.
(i)  Includes  options to acquire 4,862 shares  of  Class  A
     Common  Stock  at  $12.75 per  share  and  Warrants  to
     acquire 183 shares of Class A Common Stock at $6.17 per
     share.
(j)  Includes  warrants  to acquire 31  shares  of  Class  A
     Common Stock at $6.17 per share.

      In  July 1996, MS Pawn Limited Partnership ("MS Pawn")
provided  its limited partners the opportunity  to  withdraw
from  MS  Pawn.   Pursuant  to  this  arrangement,  and   in
accordance with Section 2 of Article Fourth of the Company's
Certificate   of  Incorporation,  MS  Pawn   initiated   the
conversion  of  2,748,313 shares of Class  B  Voting  Common
Stock held by MS Pawn and Courtland L. Logue, Jr. to Class A
Non-Voting  Common Stock and distributed shares of  Class  A
Non-Voting   Common  Stock  to  the  limited  partners   who
withdrew.   In October 1996, February 1997 and  March  1997,
790,561  shares of Class B Voting Common Stock held  by  the
same  groups  were  converted to Class A  Non-Voting  Common
Stock.

Item 13.  Certain Relationships and Related Transactions

      In 1989, Courtland L. Logue, Jr., the Company's former
Chairman and Chief Executive Officer, borrowed $62,812  from
a  subsidiary  of the Company. Of this amount,  the  Company
believes  that Mr. Logue owes at least $24,433 plus  accrued
interest of at least $8,523 at September 30, 1997 subject to
the resolution of a dispute about whether a previous payment
should  be  credited  toward the  note.  This  debt  accrues
interest  at  the rate of 10% per annum.  In November  1997,
the  Company accepted $26,677 as final payment on the  note.
Please refer to Note H of the Financial Statements (Part II,
Item  #8).  Also, see "Executive Compensation  -  Employment
Agreements"  for a discussion of other payment  demands  the
Company has made from Mr. Logue.

     In connection with the Acquisition, the Company entered
into  three  separate  lease  agreements  with  Logue,  Inc.
("LI"), which at the time was owned two-thirds by Mr.  Logue
and  one-third by Mr. Logue Sr. (the father of  Mr.  Logue),
and  is  currently  owned entirely by Mr. Logue.  The  lease
agreements provide for the lease to the Company of land  and
buildings  used in the operation of three of  the  pawnshops
owned  by  the Company. Each lease provides for  a  ten-year
term,  with  an option to renew for a period of five  years,
and  requires  the  Company to pay, in addition  to  monthly
rental,  all  expenses  of  operating  and  maintaining  the
buildings,  as well as taxes and insurance on the buildings.
A  fourth  lease  agreement between C Minus  Corporation  (a
Texas  corporation  wholly  owned  by  Mr.  Logue)  and  the
Predecessor was entered into on January 1, 1988 and provides
for a five-year term with an option to renew for a period of
five  years;  that  renewal option was  exercised  effective
January  1,  1993.  On  an annualized basis,  the  aggregate
anticipated rentals (excluding taxes, insurance, maintenance
costs, etc.) accruing as a result of these leases: (1) to LI
will  be  approximately $156,000 for each of the first  five
years  of the leases; thereafter, rental rates, increase  in
tandem with the Consumer Price Index published by the United
States  Department of Commerce (the "CPI");  and  (2)  to  C
Minus  Corporation were approximately $42,000 for the  first
year  of  the  lease; thereafter, rental rates  increase  in
tandem with the CPI.

      For information concerning the $729,113 loan from  the
Company  to  Mr.  Lambiase, and $1,500,000  loans  from  the
Company  to  each  of  Mr. Brinkley and  Mr.  Lambiase,  see
"Executive Compensation - Employment Agreements."

      The  Company  is  the lessee under a  lease  agreement
through  May 1998 for a pawnshop location in Houston,  Texas
in  which  Mr.  Logue has a 50% interest. On  an  annualized
basis,  the Company pays $53,280 as lessee of this property,
of which Mr. Logue is entitled to receive $26,640.

      The  Company  and Morgan Schiff & Co.,  Inc.  ("Morgan
Schiff"),  whose sole stockholder is Mr. Cohen, are  parties
to  a  Financial Advisory Agreement renewed January 1, 1997,
pursuant  to which Morgan Schiff receives certain  fees  for
its provision of financial advisory services to the Company.
These   services  include,  among  other  matters,   ongoing

consultation  with  respect to the  business  and  financial
strategies  of  the Company. In Fiscal 1997,  Morgan  Schiff
received  $33,333 per month for its services as a  financial
advisor and received expense reimbursements of $190,152. The
Company anticipates renewing this agreement in fiscal 1998.

                           PART IV

Item  14.   Financial  Statement  Schedules,  Exhibits,  and
Reports on Form 8-K

(a)(1)The following consolidated financial statements of
     EZCORP, Inc. and subsidiaries are included in Item 8:

     Consolidated Financial Statements
     
     Report of Independent Auditors
     
     Consolidated Balance Sheets as of September 30, 1997
     and 1996
     
     Consolidated Statements of Operations for each of the
     three years in the period ended
     September 30, 1997
     
     Consolidated Statements of Cash Flows for each of the
     three years in the period ended
     September 30, 1997
     
     Consolidated Statements of Stockholders' Equity for
     each of the three years in the period ended September
     30, 1997
     
     Notes to Consolidated Financial Statements.

   (2)The following Financial Statement Schedule is
included herein:

     Schedule VIII - Allowance for Valuation of Inventory

     All other schedules for which provision is made in the
     applicable accounting regulation of the Securities and
     Exchange Commission are not required under the related
     instructions or are inapplicable, and therefore, have
     been omitted.

   (3)Listing of Exhibits (included herein)

(b)  Through the fourth quarter ended September 30, 1997,
     the Company has not filed any reports on Form 8-K.

                EZCORP, INC. AND SUBSIDIARIES
                              
    Schedule VIII - Allowance for Valuation of Inventory
                        (In millions)

                      Balance at             Additions            Balance at
                      Beginning  Charged to Charged to               End of
Description           of Period   Expense   Other Accts. Deductions  Period
- --------------------  ---------  ---------- ------------ --------- ---------
                                                    
Allowance for 
valuation of inventory:

  Year ended 
  September 30, 1995     $ 5.0     $12.3          -        $ 3.3     $14.0
                          ----      ----       ----         ----      ----
  Year ended 
  September 30, 1996     $14.0     $ 5.4          -        $11.5     $ 7.9
                          ----      ----       ----         ----      ----
  Year ended 
  September 30, 1997     $ 7.9     $ 5.4          -        $ 6.4     $ 6.9
                          ----      ----       ----         ----      ----

      The Company does not determine its inventory valuation
allowance  by  specific  inventory  items;   therefore,  the
amount  charged to expense and the deductions are  based  on
estimates of the beginning inventory sold during the  period
and   the  portion  of  the  beginning  inventory  valuation
allowance attributable to the items sold.

                     Listing of Exhibits

                              Page Number if   Incorporated by
Number      Description       Filed herein      Reference to
- -------  ------------------   --------------  ----------------
                                     
3.1      Amended and Restated Certificate     Exhibit 3.1 to the Registra-
         of Incorporation of the Company.     tion Statement on Form S-1
                                              effective August 23, 1991
                                              (File No. 33-41317)

3.1A     Certificate of Amendment to          Exhibit 3.1A to the Registra-
         Certificate of Incorporation         tion Statement on
                                              Form S-1 effective
         of the Company                       July 15, 1996
                                              (File No. 33-41317)

3.2      Bylaws of the Company.               Exhibit 3.2 to the
                                              Registration
                                              Statement on Form
                                              S-1 effect-
                                              ive August 23,
                                              1991
                                              (File No. 33-41317)

3.3   Amendment to the By-laws.               Exhibit 3.3 to
                                              Registrant's
                                              Quarterly Report
                                              on Form 10-
                                              Q for the quarter
                                              ended June
                                              30, 1994 (File No.
                                              0-19424)

3.4   Amendment to the Certificate of         Exhibit 3.4 to Registrant's
      Incorporation of the Company.           Quarterly Report on Form 10-
                                              K for the year
                                              ended Septem-
                                              ber 30, 1994 (File
                                              No. 0-19424)

3.5   Amendment to the Certificate of         Exhibit 3.5 to Registrant's
      Incorporation of the Company*           Annual Report
                                              on Form 10-K
                                              for the year ended
                                        60    September 30, 1997

4.1   Specimen of Class A Non-voting          Exhibit 4.1 to the Registra-
      Common Stock certificate of the         tion Statement on Form S-1
      Company.                                effective August
                                              23, 1991 (File No. 33-41317)

10.1  Loan Agreement between the              Exhibit 10.1 to Registrant's
      Company and First Interstate            Annual Report on Form 10-K
      Bank of Texas, N.A., as Agent, re:      for the year ended
      $20 million Revolving Credit Loan       September 30, 1992
      convertible to $20 million Term         (File No. 0-19424)
      Loan.

10.2  $15 million Revolving Credit Note       Exhibit 10.2 to Registrant's
      -First Interstate Bank of Texas,        Annual Report on Form 10-K
      N.A.                                    for the year ended
                                              September 30, 1992
                                              (File No. 0-19424)

10.3  $5 million Revolving Credit Note -      Exhibit 10.3 to Registrant's
      Franklin Federal Bancorp.               Annual Report on
                                              Form 10-K for the year ended
                                              September 30, 1992
                                              (File No. 0-19424)

                              Page Number if    Incorporated by
Number      Description        Filed herein       Reference to
- ------  ----------------------- -----------   -----------------
10.4  Security Agreement executed by           Exhibit 10.4 to Registrant's
      the Company, re: $20 million Re-         Annual Report on Form 10-K
      volving Credit Loan.                     for the year ended
                                               September 30, 1992
                                               (File No. 0-19424)

10.5  Security Agreement executed by           Exhibit 10.5 to Registrant's
      EZPAWN Texas, Inc. (substan-             Annual Report on Form 10-K
      tially the same agreement also           for the year ended
      was executed by EZPAWN Okla-             September 30, 1992
      homa, Inc.; EZPAWN Mississippi,          (File No. 0-19424)
      Inc.; EZPAWN Arkansas, Inc.;
      EZPAWN Colorado, Inc.;
      EZPAWN Alabama, Inc.;
      EZPAWN Tennessee, Inc.; and
      Houston Financial Corporation).

10.6  Guaranty Agreement executed by         Exhibit 10.6 to Registrant's
      EZPAWN Texas, Inc. (substan-           Annual Report on Form 10-K
      tially the same agreement also         for the year ended
      was executed by EZPAWN Okla-           September 30, 1992
      homa, Inc.; EZPAWN Mississippi,        (File No. 0-19424)
      Inc.; EZPAWN Arkansas, Inc.;
      EZPAWN Colorado, Inc.;
      EZPAWN Alabama, Inc.;
      EZPAWN Tennessee, Inc.; and
      Houston Financial Corporation).

10.7  Loan Agreement between the             Exhibit 10.7 to Registrant's
      Company, as Borrower, and              Annual Report on Form 10-K
      Franklin Federal Bancorp, FSB,         for the year ended September
      as lender, dated April 30, 1993.       30, 1993 (File No. 0-19424)

10.8  omitted                                N/A

10.9  Loan Agreement between the             Exhibit 10.9 to the Registra-
      Company, as Guarantor,                 tion Statement on Form S-2
      EZPAWN Texas, Inc. as Borrower,        effective March 16, 1992
      and Franklin Federal Bancorp, A        (File No. 33-45807)
      Federal Savings Bank, as Lender,
      dated December 17, 1991.

10.10 Letter agreement executed December     Exhibit 10.10 to the Registra-
      20, 1990 between Morgan                tion Statement on Form S-1
      Schiff & Co., Inc. ("Morgan Schiff")   effective August 23, 1991
      and the Company.                       (File No. 33-41317)

                                Page Number if  Incorporated by
Number      Description          Filed herein     Reference to
- ------  ----------------------  --------------  ---------------
10.11 Stock Purchase Agreement be-              Exhibit 10.11 to the Registra-
      tween the Company, Courtland L.           tion Statement on Form S-1
      Logue, Jr., Courtland L. Logue,           effective August 23, 1991
      Sr., James D. McGee, M. Frances           (File No. 33-41317)
      Spears, Porter A. Stratton and
      Steve A. Stratton dated as of May
      18, 1989.

10.12 Capitalization and Subscription           Exhibit 10.12 to the Registra-
      Agreement between MS Pawn                 tion Statement on Form S-1
      Limited Partnership ("MS Pawn")           effective August 23, 1991
      and the Company, dated as of July         (File No. 33-41317)
      25, 1989.

10.13 omitted                                   N/A

10.14 Consulting Agreement between              Exhibit 10.14 to Registrant's
      the Company and Courtland L.              Annual Report on Form 10-K
      Logue, Sr., dated February 15, 1993       for the year ended September
                                                30, 1993 (File No.0-19424)

10.15 omitted                                   N/A

10.16 Junior Subordinated Note due              Exhibit 10.16 to Registra-
      1996 issued July 25, 1989 to Court-       tion Statement on Form S-1
      land L. Logue, Sr. in the original        effective August 23,1991
      principal amount of $238,319.95.          (File No. 33-41317)

10.17 omitted                                   N/A

10.18 Warrant Certificate issued by the         Exhibit 10.18 to the Registra-
      Company to MS Pawn on July 25,            tion Statement on Form S-1
      1989.                                     effective August 23, 1991
                                                (File No. 33-41317)

10.19 Amendment to the Stock Purchase           Exhibit 10.19 to the Registra-
      Agreement dated as of June                tion Statement on Form S-1
      19, 1989 between the Company              effective August 23, 1991
      and the stockholders of the Prede-        (File No. 33-41317)
      cessor Company.

10.20 Second Amendment to Stock Pur-            Exhibit 10.20to the Registra-
      chase Agreement dated as of April         tion Statement on Form S-1
      20, 1990 between the Company              effective August 23, 1991
      and the stockholders of the Prede-        (File No. 33-41317)
      cessor Company.

10.21 Employment Agreement of Court-            Exhibit 10.21 to the Registra-
      land L. Logue, Jr. dated July 25,         tion Statement on Form S-1
      1989.                                     effective August 23, 1991
                                                (File No. 33-41317)

                                Page Number if  Incorporated by
Number      Description          Filed herein     Reference to
- -------  ----------------------  ------------    --------------
10.22 Amendment to Employment                    Exhibit 10.22 to the Registra-
      Agreement of Courtland L. Logue,           tion Statement on Form S-1
      Jr. dated September 1990.                  effective August 23, 1991
                                                 (File No. 33-41317)

10.23 Employment Agreement of Gary               Exhibit 10.23 to Registrant's
      S. Kofnovec dated April 1, 1993.           Annual Report on Form 10-K
                                                 for the year ended September
                                                 30, 1993 (File No.0-19424)

10.24 omitted                                    N/A

10.25 omitted                                    N/A

10.27 omitted                                    N/A

10.28 omitted                                    N/A

10.29 omitted                                    N/A

10.30 omitted                                    N/A

10.31 omitted                                    N/A

10.32 omitted                                    N/A

10.33 omitted                                    N/A

10.34 omitted                                    N/A

10.35 Stockholders' Agreement dated as           Exhibit 10.35 to the Registra-
      of July 25, 1989 between the Com-          tion Statement on Form S-1
      pany, MS Pawn and Courtland L.             effective August 23, 1991
      Logue, Jr.                                 (File No. 33-41317)

10.36 Joinder Agreement to the Stock-            Exhibit 10.36 to the Registra-
      holders' Agreement dated as of             tion Statement on Form S-1
      May 1, 1991 between the Com-               effective August 23, 1991
      pany, MS Pawn, Mr. Kofnovec,               (File No. 33-41317)
      Mr. Gary, Mr. Ross and Ms.
      Berger.

10.37 Incentive Stock Option Plan.               Exhibit 10.37 to the Registra-
                                                 tion Statement on Form S-1
                                                 effective August 23, 1991
                                                 (File No. 33-41317)

10.38 401(k) Plan.                               Exhibit 10.38 to the Registra-
                                                 tion Statement on Form S-1
                                                 effective August 23, 1991
                                                 (File No. 33-41317)

                                  Page Number if Incorporated by
Number      Description             Filed herein   Reference to
- -------  -------------------------  ------------  ---------------
10.39 Section 125 Cafeteria Plan.                 Exhibit 10.39 to the Registra-
                                                  tion Statement on Form S-1
                                                  effective August 23, 1991
                                                  (File No. 33-41317)

10.40 Lease of 1970 Cessna 210K Air-              Exhibit 10.40 to the Registra-
      craft between Courtland L. Logue,           tion Statement on Form S-1
      Jr. and Transamerica Pawn Cor-              effective August 23, 1991
      poration, dated July 25, 1989.              (File No. 33-41317)

10.41 omitted                                      N/A

10.42 omitted                                      N/A

10.43 omitted                                      N/A

10.44 Lease of Cessna P210 Aircraft               Exhibit 10.44 to the Registra-
      between Courtland L. Logue, Jr.             tion Statementon Form S-1
      and Transamerica Pawn Corpo-                effective August 23, 1991
      ration, dated December 29, 1989.            (File No. 33-41317)

10.45 Lease between Logue, Inc. and E-Z           Exhibit 10.45 to the Registra-
      Corporation for real estate located         tion Statement on Form S-1
      at 1166 Airport Boulevard, Austin,          effective August 23, 1991
      Texas, dated July 25, 1989.                 (File No. 33-41317)

10.46 Lease between Logue, Inc. and E-Z           Exhibit 10.46 to the Registra-
      Corporation for real estate located         tion Statement on Form S-1
      at 5415 North Lamar Boulevard,              effective August 23, 1991
      Austin, Texas, dated July 25, 1989          (File No. 33-41317)

10.47 Agreement of Lease between LDL              Exhibit 10.47 to the Registra-
      Partnership and Logue-Drouin                tion Statement on Form S-1
      Industries, Inc. for real property          effective August 23, 1991
      at 8540 Broadway Blvd., Houston,            (File No. 33-41317)
      Texas, dated May 3, 1988 and related
      Assignment of Lease.

10.48 Lease Agreement between C Minus             Exhibit 10.48 to the Registra-
      Corporation and Logue-Drouin                tion Statement on Form S-1
      Industries, Inc. DBA E-Z Pawn #5            effective August 23, 1991
      for real property located at 5209           (File No. 33-41317)
      Cameron Road, Austin, Texas,
      dated December 28, 1987.

10.49 Lease Agreement between Logue,              Exhibit 10.49 to the Registra-
      Inc. and E-Z Corporation for real           tion Statement on Form S-1
      property located at 901 E. 1st St.,         effective August 23, 1991
      Austin, Texas, dated July 25, 1989.         (File No. 33-41317)

                                 Page Number if Incorporated by
Number      Description           Filed herein    Reference to
- ------- -------------------------- ----------- -----------------
10.50 Agreements between the Company            Exhibit 10.50 to the Registra-
      and MS Pawn dated February 18,            tion Statement on Form S-1
      1992 for the payment of $1.377            effective March 16, 1992
      million of Series A Increasing Rate       (File No. 33-45807)
      Senior Subordinated Notes held by
      MS Pawn.

10.51 Agreement Regarding Reservation           Exhibit 10.51 to Registrant's
      of Shares.                                Quarterly Report on Form 10-
                                                Q for the quarter ended June
                                                30, 1993 (File No.0-19424)

10.52 First Amendment to Loan Agreement         Exhibit 10.52 to Registrant's
      between the Company and First             Quarterly Report on Form 10-
      Interstate Bank of Texas, N.A. as Agent,  Q for the quarter ended June
      re: $20 million Revolving Credit Loan     30, 1993 (File No. 0-19424)
      Convertible to $20 million Term Loan.

10.53 Second Amendment to Loan Agreement        Exhibit 10.53 to Registrant's
      between the Company and First Interstate  Quarterly Report on Form 10-
      Bank of Texas, N.A. as Agent, re: $20     Q for the quarter ended June
      million Revolving Credit Loan Convertible 30, 1993 (File No. 0-19424)
      to $20 million Term Loan.

10.54 Third Amendment to Loan Agreement         Exhibit 10.54 to Registrant's
      between the Company and First Interstate  Quarterly Report on Form 10-
      Bank of Texas, N.A. as Agent, re: IncreasingQ for the quarter ended June
      $40 million the Revolving Credit Loan      30, 1993 (File No. 0-19424)
      Convertible to $40 million Term Loan.

10.55 Fifth Amendment to Loan Agreement         Exhibit 10.55 to Registrant's
      between the Company and First Interstate  Quarterly Report on Form 10-
      Bank of Texas, N.A. as Agent, re: $50     Q for the quarter ended March
      million Revolving Credit Loan.            31, 1994 (File No. 0-19424)

10.56 Consent Waiver and Amendment to loan      Exhibit 10.56 to Registrant's
      agreement between the Company and First   Annual Report on Form 10-K
      Interstate Bank of Texas, N.A. as Agent, re:for the year ended September
      $50 million Revolving Credit Loan.        30, 1995 (File No. 0-19424)

10.57 Seventh Amendment to Loan Agreement       Exhibit 10.57 to Registrant's
      between the Company and First Interstate  Annual Report on Form 10-K
      Bank of Texas, N.A. as Agent, re: $50     for the year ended September
      million Revolving Credit Loan.            30, 1995 (File No. 0-19424)

10.58 Amended and restated Loan Agreement       Exhibit 10.58 to Registrant's
      between the Company and First Interstate  Annual Report on Form 10-K
      Bank of Texas, N.A. as Agent, re: $75     for the year ended September
      million Revolving Credit Loan.            30, 1995 (File No. 0-19424)

                                 Page Number if Incorporated by
Number      Description           Filed herein    Reference to
- ----- ----------------------------- ----------- ---------------

10.59 July 12, 1994 Amendment to Employment      Exhibit 10.59 to Registrant's
      Agreement between the Company              Annual Report on Form 10-K
      and Courtland L. Logue, Jr.                for the year ended September
                                                 30, 1995 (File No. 0-19424)

10.60 Loan Agreement between Sterling B.         Exhibit 10.60 to Registrant's
      Brinkley and the Company dated             Annual Report on Form 10-K
      October 7, 1994 (an identical document     for the year ended September
      exists with respect to Vincent A. Lambiase).30, 1995 (File No. 0-19424)

10.61 Promissory Note between Sterling           Exhibit 10.61 to Registrant's
      B. Brinkley and the Company in             Annual Report on Form 10-K
      the original principal amount of           for the year ended September
      $1,500,000 attached thereto (an            30, 1995 (File No. 0-19424)
      identical document exists with respect     to Vincent A. Lambiase).

10.62 July 1, 1994 Employment Agreement          Exhibit 10.62 to Registrant's
      between the Company and Vincent            Annual Report on Form 10-K
      A. Lambiase and Promissory Note in         for the year ended September
      the amount of $729,112.50 in               30, 1995 (File No. 0-19424)
      connection therewith.

10.71 Amended and restated Loan Agreement        Exhibit 10.71 to Registrant's
      between the Company, as Borrower, and      Quarterly Report on Form 10-
      Franklin Federal Bancorp, FSB, as Lender,  Q for the quarter ended March
      dated March 17, 1994.                      31, 1994 (File No.0-19424)

10.72 First Amendment to Amended and Restated    Form 10-Q for the quarter
      Loan Agreement between the Company and     ended December 31, 1994
      First Interstate Bank of Texas, N.A. as Agent,(File No. 0-19424)
      re: Revolving Credit Loan.

10.73 Second Amendment to Amended and Restated    Form 10-Q for the quarter
      Loan Agreement between the Company and      ended June 30, 1995 (File
      First Interstate Bank of Texas, N.A. as Agent,No. 0-19424)
      re: Revolving Credit Loan.

10.74 Third Amendment to Amended and Restated     Form 10-Q for the quarter
      Loan Agreement between the Company and      ended June 30, 1996 (File
      Wells Fargo Bank (Texas), N.A. as Agent,    No. 0-19424)
      re: Revolving Credit Loan.

10.75 Fourth Amendment to Amended and Restated    Form 10-Q for the quarter
      Loan Agreement between the Company and      ended March 31, 1997 (File
      Wells Farto Bank (Texas), N.A. as Agent,    No. 0-19424)
      re: Revolving Credit Loan.

11.1  Statement regarding computation of     61   N/A
      per share earnings (loss).*

22.1  Subsidiaries of Registrant.*           62   N/A

                                  Page Number if   Incorporated by
Number      Description            Filed herein     Reference to
- ------ ----------------------------  -----------  -------------------
23.1  Consent of Ernst & Young LLP.*         63   N/A

27    Financial Data Schedule*                    N/A

- --------------------------
* Filed herewith.

                         Exhibit 3.5
                              
                        EZCORP, INC.
                              
 Unanimous Written Consent of the Board of Directors of the
                         Corporation
                              
                Adopted as of August 4, 1997

The  undersigned,  being all the members  of  the  Board  of
Directors   (the  "Board")  of  EZCORP,  Inc.,  a   Delaware
corporation  (the  "Company"),  hereby  unanimously  consent
pursuant to the provisions of Section 141(f) of the  General
Corporation Law of the State of Delaware to the adoption  of
the following resolutions without the holding of a meeting:

RESOLVED,  that  the  Certificate of  Incorporation  of  the
Corporation is hereby amended, with effect upon filing  with
the Secretary of State of the State of Delaware, by striking
out   the   first  paragraph  of  Article  FOURTH   and   by
substituting in lieu thereof the following:

          "FOURTH:  The total number of shares of stock
     which  the  Corporation shall  have  authority  to
     issue  is  forty-six million four  hundred  eighty
     four  thousand four hundred and seven (46,484,407)
     shares  of capital stock, classified as  (i)  five
     million (5,000,000) shares of preferred stock, par
     value  $.01  per share ("Preferred  Stock"),  (ii)
     forty million (40,000,000) shares of Class A  Non-
     Voting  Common  Stock, par value  $.01  per  share
     ("Class A Non-Voting Common Stock"), and (iii) one
     million  four  hundred eighty four  thousand  four
     hundred  and seven (1,484,407) shares of  Class  B
     Voting  Common  Stock  par value  $.01  per  share
     ("Class B Voting Common Stock")."

This  Unanimous Written Consent in Lieu of a Meeting may  be
executed in any number of counterparts, each of which  shall
be  an  original, with the same effect as if the  signatures
thereto and hereto were upon the same instruments.

IN WITNESS WHEREOF, the undersigned, being all the directors
of   the   corporation,  have  duly  adopted  the  foregoing
resolutions  by Unanimous Written Consent as of this  August
4, 1997.

  /s/Sterling B. Brinkley           /s/Dan N. Tonissen
- ------------------------------  -------------------------
Sterling B. Brinkley, Director  Dan N. Tonissen, Director

 /s/Vincent A. Lambiase           /s/Mark C. Pickup
- -----------------------------   -------------------------
Vincent A. Lambiase, Director   Mark C. Pickup, Director

 /s/J. Jefferson Dean            /s/ Richard D. Sage
- -----------------------------   -------------------------
J. Jefferson Dean, Director     Richard D. Sage, Director

 /s/John E. Cay, III
- -----------------------------
John E. Cay, III, Director

                        Exhibit 11.1
                              
    STATEMENT REGARDING CALCULATION OF PER SHARE EARNINGS

                                   Years Ended September 30,
                                1995         1996         1997
                            -----------------------------------
                                           
Primary and Fully Diluted:
  Weighted average number of 
   common shares outstanding 
   during the year          11,977,480  11,988,222  11,995,049
                           ===========  ==========  ==========
  Net income (loss) 
  available to common
    stockholders          $(15,849,307)$ 3,542,728 $ 8,433,118
                           ===========  ==========  ==========
  Net income (loss) 
   per common share       $     (1.32) $      0.30 $      0.70
                           ==========   ==========  ==========

                        EZCORP, Inc.
                              
                        Exhibit 22.1
                              
     Form 10-K for Fiscal Year Ended September 30, 1997

                     Subsidiaries of EZCORP, Inc.
               
                    1.   EZPAWN Colorado, Inc.
                    2.   EZPAWN Arkansas, Inc.
                    3.   EZPAWN Mississippi, Inc. (1)
                    4.   EZPAWN Oklahoma, Inc.
                    5.   EZPAWN Tennessee, Inc. (2)
                    6.   EZPAWN Alabama, Inc.
                    7.   EZPAWN Kansas, Inc.
                    8.   EZPAWN Missouri, Inc.
                    9.   EZPAWN Florida, Inc.
                    10.  EZPAWN Georgia, Inc.
                    11.  EZPAWN Indiana, Inc.
                    12.  EZPAWN North Carolina, Inc.
                    13.  EZPAWN South Carolina, Inc.
                    14.  EZPAWN Construction, Inc.
                    15.  EZPAWN Kentucky, Inc.
                    16.  EZPAWN Nevada, Inc.
                    17.  EZPAWN Louisiana, Inc.
                    18.  EZPAWN Holdings, Inc. (1)(3)
                    19.  Texas EZPAWN Management, Inc. (3)

               
                 
              -----------------------             
              (1)  EZPAWN    Mississippi,     Inc.
                   merged  with  EZPAWN  Holdings,
                   Inc.   on   January  1,   1995,
                   leaving  EZPAWN Holdings,  Inc.
                   as the surviving entity.
              (2)  EZ   Car  Sales,  Inc.   is   a
                   subsidiary      of       EZPAWN
                   Tennessee, Inc.
              (3)  EZPAWN  Texas, Inc. transferred
                   all   its   assets   to   Texas
                   EZPAWN,  L.P., a Texas  limited
                   partnership,  of  which  EZPAWN
                   Holdings,    Inc.,     formerly
                   EZPAWN   Texas,  Inc.  is   the
                   limited   partner,  and   Texas
                   EZPAWN Management, Inc. is  the
                   sole  general partner and holds
                   a  certificate of authority  to
                   conduct business in Texas.

                        Exhibit 23.1

                              
                CONSENT OF ERNST & YOUNG LLP

      We  consent to the incorporation by reference  in  the
Registration Statement (Form S-8 No. 33-63078) pertaining to
the   1991  EZCORP,  Inc.  Stock  Incentive  Plan  and   the
Registration Statement (Form S-8 No. 33-63082) pertaining to
the  EZCORP,  Inc. 401(k) Plan of our report dated  November
13,   1997   with  respect  to  the  consolidated  financial
statements  and  schedule of EZCORP, Inc.  and  subsidiaries
included  in the Form 10-K for the year ended September  30,
1997.

                              ERNST & YOUNG LLP

Austin, Texas
December 18, 1997

                         SIGNATURES

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

                              EZCORP, Inc.

December 22, 1997             By:  /s/ Vincent A. Lambiase
                                 ---------------------------
                                   (Vincent A. Lambiase)
                                   (President & Chief Executive 
                                   Officer)

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

          Signature            Title                 Date

 /s/ Sterling B. Brinkley  Chairman of the Board  December 22, 1997
- -------------------------  of Directors
 Sterling B. Brinkley       

 /s/ Vincent A. Lambiase   President, Chief       December 22, 1997
- -------------------------  Executive Officer
 Vincent A. Lambiase       & Director 
                           (Principal Executive 
                           Officer)
                          
/s/ Daniel N. Tonissen     Senior Vice President, December 22, 1997
- -------------------------  Chief Financial Officer
 Daniel N. Tonissen        & Director
                           (Principal Financial and
                           Accounting Officer)

/s/ J. Jefferson Dean     Vice President Strategic December 22, 1997
- ------------------------- Planning & Business
 J. Jefferson Dean        Development & Director

/s/ Mark C. Pickup        Director                 December 22, 1997
- -------------------------
   Mark C. Pickup

/s/ Richard D. Sage       Director                 December 22, 1997
- -------------------------
   Richard D. Sage

/s/  John E. Cay, III     Director                 December 22, 1997
- -------------------------
   John E. Cay, III

 5
 1000

                   12-MOS
                          SEP-30-1997
                              OCT-1-1996
                               SEP-30-1997
                                             829
                                         0
                                   55,967
                                         0
                                     39,258
                                99,908
                                          55,353
                                  22,767
                                 151,051
                           10,457
                                              0
                                0
                                          0
                                           120
                                     121,341
                   151,051
                                        101,454
                               180,299
                                           84,468
                                  166,139
                                     0
                                     0
                                 982
                                 13,178
                                     4,745
                              8,433
                                       0
                                      0
                                            0
                                     8,433
                                     0.70
                                     0.70