CORPAUS:34521.1  25454-00002
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                            Form 10-C

         Report by Issuer of Securities Quoted on NASDAQ
                  Interdealer Quotation System
          Filed pursuant to Section 13 or 15(d) of the
         Securities Exchange Act of 1934 and Rule 13a-17
                      or 15d-17 thereunder

                          EZCORP, INC.
         (Exact name of issuer as specified in charter)

           1901 Capital Parkway, Austin, Texas  78746
            (Address of principal executive offices)

Issuer's telephone number, including area code:  (512) 314-3400

              CHANGE IN NUMBER OF SHARES OUTSTANDING

 Indicate any change (increase or decrease) of 5% or more in the
                  number of shares outstanding:

1.    Title  of security:  Class A, Non-voting Common Stock,  par
value $0.01 per share

     Number of shares outstanding before the change:  6,980,591

     Number of shares outstanding after the change:  9,728,904

     Effective date of change:  July 15, 1996

     Method of change:

      Specify  method  (such  as merger,  acquisition,  exchange,
distribution,  stock split, reverse split, acquisition  of  stock
for treasury, etc.):

Exercise of rights to convert

      Give  brief  description of transaction:  Pursuant  to  the
provisions  of  ARTICLE FOURTH, paragraph 2(f) of  the  Company's
Amended and Restated Certificate of Incorporation, the holder  of
a  majority  of  the Company's outstanding Class B Voting  Common
Stock,  par value $0.01 per share, acted to convert approximately
54.76%  of  all outstanding shares of such Class B Voting  Common
Stock  into a like number of shares of Class A Non-voting  Common
Stock.

                     CHANGE IN NAME OF ISSUER

     Name prior to change:

     Name after change:

     Effective date of charter amendment changing name:

     Date of shareholder approval of change, if required:

Date:  July 15, 1996                    EZCORP, INC.

                              By:
                                   Daniel N. Tonissen, Senior
Vice President
                                   and Chief Financial Officer