45

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

For the quarterly period ended December 31, 1998

                             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)
                              
                       (512) 314-3400
    (Registrant's telephone number, including area code)
                              
                             NA
    (Former name, former address and former fiscal year,
                if changed since last report)
                              
      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__

            APPLICABLE ONLY TO CORPORATE ISSUERS:

      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  one
record holder who is an affiliate of the registrant.   There
is no trading market for the Class B Voting Common Stock.

      As  of  December 31, 1998, 10,811,541  shares  of  the
registrant's Class A Non-voting Common Stock, par value $.01
per  share and 1,190,057 shares of the registrant's Class  B
Voting   Common  Stock,  par  value  $.01  per  share   were
outstanding.

                        EZCORP, INC.
                     INDEX TO FORM 10-Q
                              
                                                            Page

PART I.  FINANCIAL INFORMATION

     Item 1. Financial Statements (Unaudited)

       Condensed Consolidated Balance Sheets -
       December 31, 1998, December 31, 1997 and
       September 30, 1998                                      1

       Condensed Consolidated Statements of Operations -
       Three Months Ended December 31, 1998 and 1997           2

       Condensed Consolidated Statements of Cash Flows -
       Three Months Ended December 31, 1998 and 1997           3

       Notes to Interim Condensed Consolidated Financial
       Statements                                              4

       Item 2. Management's Discussion and Analysis
       of Financial Condition and Results of Operations        7

PART II.  OTHER INFORMATION                                   12

SIGNATURE                                                     13

                           PART I
Item 1.  Financial Statements (Unaudited)
                EZCORP, Inc. and Subsidiaries
      Condensed Consolidated Balance Sheets (Unaudited)

                                December 31,December 31,September 30,
                                    1998        1997        1998
                                -------------------------------------
                                           (In thousands)
                                                    
ASSETS:
     Current assets:
       Cash and cash equivalents  $  2,792   $  1,084      $  1,328
       Pawn loans                   48,490     39,109        49,632
       Service charge receivable    14,800     11,851        14,843
       Inventory, net               49,245     40,928        44,011
       Deferred tax asset            1,882      1,364         1,882
       Income tax recoverable            -          -           840
       Prepaids and other assets     3,009      2,619         3,170
                                   --------------------------------
          Total current assets     120,218     96,955       115,706

     Investment in unconsolidated 
     affiliate                      13,116          -        10,909
     Property and equipment, net    49,027     32,577        43,666

     Other assets:
       Goodwill, net                13,927     13,795        13,605
       Deferred tax asset                -      1,730             -
       Notes receivable, related 
       parties                       3,000      3,000         3,000
       Other assets, net             3,422      1,334         3,025
                                   --------------------------------
           Total  assets          $202,710   $149,391      $189,911
                                   ================================
LIABILITIES AND STOCKHOLDERS' EQUITY:
     Current liabilities:
       Current maturities of 
       long-term debt             $     10   $      9      $    10
       Accounts payable and 
       other accrued expenses       10,572      7,065        8,874
       Customer layaway deposits     2,404      2,068        2,174
       Income taxes payable            591      1,212            -
                                   -------------------------------
          Total current liabilities 13,577     10,354       11,058

     Long-term debt, less current 
     maturities                     56,120     15,130       48,123
     Deferred tax liability             24          -           24
     Other long-term liabilities       140        187          152
                                   -------------------------------
       Total long-term liabilities  56,284     15,317       48,299

     Commitments and contingencies
     Stockholders' equity:
       Preferred stock, par value 
       $.01 a share - Authorized         -          -            -
          5,000,000 shares; none 
          issued and outstanding
       Class A Non-voting Common 
       stock, par value $.01 a
       share -                         108        105          108
          Authorized 40,000,000 
          shares; 10,820,574 shares
          issued and 10,811,541 
          shares outstanding at
          December 31, 1998
          and September 30, 1998; 
          10,524,563 shares issued
          and 10,515,530 shares 
          outstanding at December 
          31, 1997
       Class B Voting Common stock, 
          par value $.01 a share -      12         15          12
          Authorized 1,198,990 shares 
          in 1998; 1,190,057 shares 
          issued and outstanding at 
          December 31, 1998 and 
          September 30, 1998;
          Authorized 1,484,407 shares 
          in 1997; 1,480,301 shares 
          issued and outstanding at 
          December 31, 1997
       Additional paid-in capital   114,398   114,338    114,398
       Retained earnings             19,059    10,026     16,830
                                    ----------------------------
                                    133,577   124,484    131,348
       Treasury stock (9,033 shares 
       in 1997 and 1998)               (35)      (35)       (35)
       Receivables from stockholders  (729)     (729)      (729)
       Accumulated foreign currency 
       translation adjustment           36          -       (30)
          Total stockholders'       ----------------------------
          equity                    132,849   123,720    130,554
          Total liabilities and     ----------------------------
          stockholders' equity     $202,710  $149,391   $189,911
                            ============================
See Notes to Interim Condensed Consolidated Financial Statements 
(unaudited).

                EZCORP, Inc. and Subsidiaries
 Condensed Consolidated Statements of Operations (Unaudited)

                                             Three Months Ended
                                                 December 31,  
                                               1998       1997
                                             -------------------
                                            (In thousands, except
                                              per share amounts)
                                                  
Revenues:
     Sales                                   $  34,434 $  30,926
     Pawn service charges                       25,831    20,988
     Other                                         150        30
                                              ------------------
       Total revenues                           60,415    51,944

Cost of goods sold                              29,022    26,079
                                              ------------------
     Net revenues                               31,393    25,865

Operating expenses:
     Operations                                 20,120    16,689
     Administrative                              4,415     3,355
     Depreciation and amortization               2,285     1,798
                                              ------------------
       Total operating expenses                 26,820    21,842
                                              ------------------
Operating income                                 4,573     4,023

Interest expense                                   846       380
Equity in net income of 
unconsolidated affiliate                         (110)         -
                                              ------------------
Income before income taxes                       3,837     3,643

Income tax expense                               1,458     1,384
                                              ------------------
Net income                                    $  2,379  $  2,259
                                              ==================
Basic and diluted earnings per share          $   0.20  $   0.19
                                              ==================
Cash dividends per common share               $ 0.0125  $      -

Weighted average shares outstanding
     Basic                                  12,001,598 11,995,831
                                            ========== ==========
     Diluted                                12,009,225 12,011,698
                                            ========== ==========

See Notes to Interim Condensed Consolidated Financial Statements 
(unaudited).

                EZCORP, Inc. and Subsidiaries
 Condensed Consolidated Statements of Cash Flows (Unaudited)

                                              Three Months Ended
                                                 December 31,
                                                1998       1997
                                             ---------------------
                                                (In thousands)
                                                   
OPERATING ACTIVITIES:
     Net income                              $  2,379    $  2,259
     Adjustments to reconcile net 
     income to net cash provided by
     operating activities:
       Depreciation and amortization            2,285       1,798
       Deferred income taxes                        -         526
       Loss/(gain) on sale or disposal 
       of assets                                   71       (109)
       Income from investment in 
       unconsolidated affiliate                 (110)           -
       Changes in operating assets 
       and liabilities:
          Service charge receivable                43       1,402
          Inventories                         (5,140)     (1,503)
          Prepaid expenses and other assets     (499)       (757)
          Accounts payable and accrued 
          expenses                              1,698       (650)
          Customer layaway deposits               226         145
          Other long term liabilities            (12)         187
          Income taxes recoverable                840           -
          Income taxes payable                    591         391
                                              -------------------
       Net cash provided by operating 
       activities                               2,372       3,689

INVESTING ACTIVITIES:
     Pawn loans forfeited and transferred 
     to inventories                            20,795      17,358
     Pawn loans made                         (50,548)    (40,986)
     Pawn loans repaid                         31,032      27,770
                                             --------------------
          Net decrease in loans                 1,279       4,142

     Additions to property, plant, and 
     equipment                                (7,500)     (1,672)
     Acquisitions, net of cash acquired         (504)     (2,104)
     Investment in unconsolidated affiliate   (2,031)           -
     Sale of assets                                 -         203
                                             --------------------
       Net cash provided by/(used in) 
       investing activities                   (8,756)         569

FINANCING ACTIVITIES:
     Payment of dividends                       (150)           -
     Proceeds from bank borrowings             10,000       2,000
     Payments on borrowings                   (2,002)     (6,003)
                                             --------------------
       Net cash provided by/(used in) 
       financing activities                     7,848     (4,003)
                                             --------------------
Increase in cash and cash equivalents           1,464         255

Cash and cash equivalents at beginning 
of period                                       1,328         829
                                             --------------------
     Cash and cash equivalents at end 
     of period                               $  2,792     $ 1,084
                                             ====================
NONCASH INVESTING AND FINANCING ACTIVITIES:
     Foreign currency translation adjustment $     66     $     -

See Notes to Interim Condensed Consolidated Financial Statements 
(unaudited).

                EZCORP, Inc. and Subsidiaries
Notes to Interim Condensed Consolidated Financial Statements
                         (Unaudited)
                      December 31, 1998

Note A - Basis of Presentation

       The  accompanying  unaudited  condensed  consolidated
financial  statements have been prepared in accordance  with
generally   accepted  accounting  principles   for   interim
financial information and with the instructions to Form 10-Q
and  Article 10 of Regulation S-X.  Accordingly, they do not
include  all  of the information and footnotes  required  by
generally   accepted  accounting  principles  for   complete
financial  statements.  In the opinion  of  management,  all
adjustments   (consisting  of  normal   recurring   entries)
considered  necessary  for  a fair  presentation  have  been
included.   The accompanying financial statements should  be
read  with  the  Notes to Consolidated Financial  Statements
included in the Company's Annual Report on Form 10-K for the
year ended September 30, 1998.

       The   Company's  business  is  subject  to   seasonal
variations, and operating results for the three-month period
ended  December 31, 1998 are not necessarily  indicative  of
the results of operations for the full fiscal year.

Note B - Accounting Principles and Practices

      The  provision  for  federal  income  taxes  has  been
calculated based on the Company's estimate of its  effective
tax rate for the full fiscal year.

      The  Company provides inventory reserves for shrinkage
and  cost  in excess of market value. The Company  estimates
these  reserves  using analysis of sales  trends,  inventory
aging,  sales  margins and shrinkage on  inventory.   As  of
December 31, 1998, inventory reserves were $7.4 million.

      Property  and  equipment is shown net  of  accumulated
depreciation  of  $31.4  million, $29.5  million  and  $24.3
million  at  December  31,  1998,  September  30,  1998  and
December 31, 1997, respectively.

Note C - Earnings Per Share

The following table sets forth the computation of basic and
diluted earnings per share:

                                          Three Months Ended
                                             December 31,
                                            1998      1997
                                         --------------------
                                            (In thousands)
                                              
     Numerator
        Numerator for basic and 
        diluted earnings per share -
        net income                       $  2,379   $  2,259
     Denominator                         ===================
        Denominator for basic earnings 
        per share -  weighted
        average shares                     12,002     11,996
       Effect of dilutive securities:
          Employee stock options                -          4
          Warrants                              7         12
                                         -------------------
       Dilutive potential common shares         7         16
       Denominator for diluted earnings  -------------------
       per share - adjusted weighted 
       average shares and assumed 
       conversions                         12,009     12,012
                                         ===================
       Basic earnings per share          $   0.20   $   0.19
                                         ===================
       Diluted earnings per share        $   0.20   $   0.19
                                 ===================

                EZCORP, Inc. and Subsidiaries
Notes to Interim Condensed Consolidated Financial Statements
                         (Unaudited)
                      December 31, 1998
                              
      Options to purchase 1,267,817 weighted average  shares
of common stock at an average price of $11.61 per share were
outstanding  at December 31, 1998, but were not included  in
the  computation of diluted earnings per share  because  the
options' exercise price was greater than the average  market
price  of the common shares and, therefore, the effect would
be anti-dilutive.

      Options to purchase 567,476 weighted average shares of
common  stock at an average price of $13.53 per  share  were
outstanding  at December 31, 1997, but were not included  in
the  computation of diluted earnings per share  because  the
options' exercise price was greater than the average  market
price  of the common shares and, therefore, the effect would
be anti-dilutive.

Note D - Investment in Unconsolidated Affiliate

     On October 16, 1998, the Company acquired an additional
1,896,666  newly  issued common shares of Albemarle  &  Bond
Holdings,   plc  ("A&B"),  for  approximately  $2   million.
Following  this purchase the Company owns 13,276,666  common
shares  of  A&B,  or  approximately of 29.7%  of  the  total
outstanding shares.

      The  Company accounts for its investment in A&B  using
the  equity  method.  A&B reports its results to the  public
every six months and the most recently reported period ended
June  30,  1998.   Therefore, the  amount  included  in  the
Company's results of operations represents an estimate based
on  A&B's  reported earnings for that period.   The  Company
plans to reconcile this difference during its quarter ending
March 31, 1999 after the results for the period of July 1998
to  December  1998 have been reported to  the  public.   The
Company  does  not  expect  the  actual  results  to  differ
materially from this estimate.

Note E - Litigation

       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.

      The  Company  was the nominal defendant in  a  lawsuit
filed  July  18,  1997 by a holder of 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 alleged  that
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
sought  rescission  of  the subject agreements,  unspecified
damages and expenses, including plaintiff's legal fees.   On
December  16,  1998, the plaintiff filed a  Stipulation  and
Order  of  Dismissal  with the Court, stipulating  that  the
lawsuit  would be dismissed with prejudice to the plaintiff.
The Court approved the Stipulation and Order of Dismissal on
December 18, 1998, thereby dismissing the lawsuit.

                EZCORP, Inc. and Subsidiaries
Notes to Interim Condensed Consolidated Financial Statements
                         (Unaudited)
                      December 31, 1998

Note F - Comprehensive Income

      In June 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No.  130,
"Reporting  Comprehensive Income," which  is  effective  for
fiscal   years   beginning   after   December   15,    1997.
Comprehensive income includes net income and other revenues,
expenses, gains and losses that are excluded from net income
but  are  included  as  a component of  total  shareholders'
equity.   Comprehensive income for the  three  months  ended
December   31,  1998  was  approximately  $2,445,000.    The
difference  between comprehensive income and net  income  is
comprised  of the effect of currency translation adjustments
and hedging activity in accordance with Financial Accounting
Standards   Board   Statement  No.  52,  "Foreign   Currency
Translation."   The accumulated balance of foreign  currency
and hedging activity, excluded from net income, is presented
in the Condensed Consolidated Balance Sheets as "Accumulated
Foreign Currency Translation Adjustment."

Item 2.Management's Discussion and Analysis of Financial
     Condition and Results of Operations

First  Quarter  Ended December 31, 1998  vs.  First  Quarter
Ended December 31, 1997

      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.

      The  following  table sets forth selected,  unaudited,
consolidated financial data with respect to the Company  for
the three months ended December 31, 1998 and 1997.

                              Three Months Ended       % or
                                 December 31,(a)       Point
                                  1998     1997      Change(b)
                              -------------------    ---------
                                              
Net Revenues:
     Sales                    $ 34,434 $ 30,926        11.3%
     Pawn service charges       25,831   20,988        23.1%
     Other                         150       30       400.0%
                              -----------------
       Total revenues           60,415   51,944        16.3%
     Cost of goods sold         29,022   26,079        11.3%
                              -----------------
       Net revenues           $ 31,393 $ 25,865        21.4%
Other Data:                   =================
     Gross profit as a 
     percent of sales            15.7%    15.7%       0.0 pt.
     Average annual inventory 
     turnover                     2.4x     2.5x        (0.1)x
     Inventory balance per 
     average location as of the
     end of the quarter           $162     $164        (1.2)%
     Loan balance per average 
     location as of the end
     of the quarter               $160     $156          2.6%
     Average yield on loan 
     portfolio                    209%     204%      5.0 pts.
     Redemption rate               75%      76%     (1.0) pt.
Expenses as a Percent of Total Revenues:
     Operating                   33.4%    32.1%      1.3 pts.
     Administrative               7.2%     6.5%       0.7 pt.
     Depreciation and amortization3.8%     3.5%       0.3 pt.
     Interest, net                1.4%     0.7%       0.7 pt.
Locations in Operation:
     Beginning of period           286      249
     Acquired                        1        1
     Established                    17        1
     Sold, combined or closed        -      (1)
                                 -----    -----
     End of period                 304      250
                                 =====    =====
Average locations in operation 
during the period(c)             295.0    249.5
                                 =====    =====
a    In  thousands,  except percentages, inventory  turnover
     and store count.
b    In  comparing  the  period differences  between  dollar
     amounts  or store counts, a percentage change is  used.
     In   comparing  the  period  differences  between   two
     percentages, a percentage point (pt.) change is used.
c    Average  locations in operation during  the  period  is
     calculated  based  on  the  average  of  the  locations
     operating at the beginning and end of such period.

Results of Operations

     The following discussion compares results for the three-
month  period ended December 31, 1998 ("Fiscal 1999 Period")
to  the  three-month period ended December 31, 1997 ("Fiscal
1998 Period").  The discussion should be read in conjunction
with  the  accompanying  financial  statements  and  related
notes.

      Early  in the Company's 1998 fiscal year, the  Company
began  to expand rapidly primarily through newly established
stores.  The Company expects these newly established  stores
to be unprofitable for the first three to four quarters that
they  are open as they develop their loan and sales customer
base.  Despite this unprofitable startup period, the Company
believes that newly established stores will provide a better
return   on   invested  capital  when   compared   to   most
acquisitions.    During the Fiscal 1999 Period, the  Company
opened  seventeen newly established stores and acquired  one
store.   During  the twelve (12) months ended  December  31,
1998,  the  Company opened fifty-one newly establish  stores
and  acquired  three (3) stores.  As a group,  the  thirteen
newly established stores that opened in the six month period
ended March 31, 1998 produced operating income in the Fiscal
1999 Period of approximately $60,000.  As a group, the fifty-
one  newly established stores that opened in the last twelve
months ended December 31, 1998 produced an operating loss of
approximately $0.9 million.

      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  the Fiscal 1999 Period, pawn service  charge
revenue  increased $4.8 million from the Fiscal 1998  Period
to  $25.8 million.  This resulted from an increase  in  same
store  pawn  service charge revenue ($3.4 million)  and  the
pawn  service  charge revenue from new stores not  open  the
full  three-month period ($1.4 million).   At  December  31,
1998,  same  store pawn loan balances were 16 percent  above
December 31, 1997.  The annualized yield on the average pawn
loan  balance  increased  five percentage  points  from  the
Fiscal  1998  Period  to  209 percent.   Variations  in  the
annualized loan yield, as we saw between these periods,  are
due  generally to a mix shift in the loan portfolio  between
loans with different loan yields.

      A  secondary, but related, activity of the Company  is
the sale of merchandise, primarily collateral forfeited from
its  lending  activity.  For the Fiscal 1999  Period,  sales
increased  approximately $3.5 million from the  Fiscal  1998
Period  to approximately $34.4 million.  This resulted  from
an  increase in same store merchandise sales ($1.2 million),
new  store sales ($2.6 million), and a reduction in  jewelry
scrapping activity ($0.3 million).  Same store sales for the
Fiscal 1999 Period increased 4 percent from the Fiscal  1998
Period.   Inventory  turnover, at 2.4  times,  was  slightly
lower in the Fiscal 1999 Period compared to the Fiscal  1998
Period largely due to new stores which typically have slower
inventory turnover.

      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  December 31, 1998, and 1997, respectively, the Company's
inventories  consisted of approximately 58  and  64  percent
jewelry  (e.g.  ladies' and men's rings, chains,  bracelets,
etc.)  and  42  and  36 percent general  merchandise  (e.g.,
televisions,   VCRs,   tools,   sporting   goods,    musical
instruments,  firearms, etc.).  At  December  31,  1998  and
1997, respectively, 86 percent and 88 percent of the jewelry
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 percent of  the  general
merchandise inventory for each period.

       For  the  Fiscal  1999  Period,  gross  margins  were
unchanged  at  15.7  percent compared  to  the  Fiscal  1998
Period.   Inventory shrinkage when measured as a  percentage
of  merchandise sales was 1.2 percent, the same as the prior
year period.

      In  the  Fiscal 1999 Period, operating expenses  as  a
percentage of total revenues increased 1.3 percentage points
from  the Fiscal 1998 Period to 33.4 percent.  This increase
results primarily from new

stores which typically experience higher levels of operating
expense   relative  to  revenues.  Administrative   expenses
increased  0.7  of  a percentage point in  the  Fiscal  1999
Period to 7.2 percent.

      Depreciation and amortization increased by  0.3  of  a
percentage point from the Fiscal 1998 Period to 3.8 percent.
This  resulted  from  increased new store  openings  in  the
Fiscal 1999 Period.  Interest expense increased by 0.7 of  a
percentage point from the Fiscal 1998 Period largely due  to
increased average debt balances.

Liquidity and Capital Resources

      Net  cash  provided  by operating activities  for  the
Fiscal  1999  Period was $2.4 million as  compared  to  $3.7
million  provided in the Fiscal 1998 Period.   Increases  in
inventories, primarily related to new stores, were partially
offset  by  improved  operating results  and  other  working
capital changes.  Net cash used by investing activities  was
$8.8  million  for the Fiscal 1999 Period compared  to  $0.6
million  provided in the Fiscal 1998 Period.  The change  is
due to smaller decreases in pawn loan balances in the Fiscal
1999  Period  compared  to the Fiscal  1998  Period,  higher
levels  of  capital  expenditures and  acquisitions  in  the
Fiscal 1999 Period compared to the Fiscal 1998 Period and an
additional   investment  in  the  unconsolidated  affiliate,
Albemarle & Bond Holdings, plc.

      In  the  Fiscal  1999  Period,  the  Company  invested
approximately  $8.0  million to open  seventeen  (17)  newly
established stores, to acquire one (1) store, to upgrade  or
replace  existing  equipment and computer systems,  and  for
improvements  at existing stores.  The Company funded  these
expenditures  largely from cash flow provided  by  operating
activities.   The  Company plans to  open  approximately  60
stores  during fiscal 1999, including the 18 stores  already
opened.   The  Company  anticipates  that  cash  flow   from
operations and funds available under its existing bank  line
of   credit  should  be  adequate  to  fund  these   capital
expenditures and expected 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 capital expenditures.

      On  December  10, 1998, the Company  completed  a  new
$110,000,000  syndicated credit facility.   The  new  credit
facility  is unsecured and matures December 3, 2001.   Terms
of  the  credit agreement require, among other things,  that
the   Company   meet  certain  financial   covenants.    The
outstanding  balance  under  the  facility  bears  interest,
payable   monthly,  at  the  agent  bank's  Prime  Rate   or
Eurodollar  rate plus 87.5 to 137.5 basis points,  depending
on  certain performance criteria.  In addition, the  Company
pays  an unused commitment fee equal to a fixed rate  of  25
basis  points of the unused amount of the total  commitment.
At   December   31,  1998,  the  Company  had  $56   million
outstanding on the line of credit.

Seasonality

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

The Year 2000 Issue

      The  Company, like many companies, faces the Year 2000
Issue.   This is a result of computer programs being written
using  two  digits rather than four (for example,  "98"  for
1998)  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.
This  could  result  in a system failure or  miscalculations
causing  disruptions of operations, including,  among  other
things  a  temporary  inability to process  transactions  or
engage in similar normal business activities.

      The  Company's  plan to resolve the  Year  2000  Issue
involves the following four phases: assessment, remediation,
testing, and implementation.  To date, the Company has fully
completed its assessment of all

systems  that  could  be affected by  the  Year  2000.   The
completed   assessment   indicated  that   the   information
technology  system which would be affected is the  Company's
store  level  point of sale system.  For this exposure,  the
Company is 100 percent complete on the assessment phase,  90
percent  complete on the remediation phase  and  70  percent
complete with regard to the remaining phases.  It expects to
be   100   percent   complete  with  respect   to   software
reprogramming,  replacement, testing and  implementation  by
April   1999.    In  addition,  the  Company  has   gathered
information about the Year 2000 compliance status  regarding
relationships  it  has  with  various  third   parties   and
continues to monitor their compliance.  To date, the Company
is  not aware of any third party with a Year 2000 Issue that
would materially impact the Company's results of operations,
liquidity,  or capital resources.  However, the Company  has
no  means  of ensuring that all third parties will  be  Year
2000 ready.

       The  Company  will  utilize  internal  resources   to
reprogram,  test, and implement the software  and  operating
equipment  for Year 2000 modifications.  The total  cost  of
the  Year 2000 project is estimated to be less than $100,000
and  is  being funded through operating cash flows.    These
costs are being expensed as incurred.

      The  Company's management believes it has an effective
program  in place to resolve the Year 2000 Issue.  As  noted
above, the Company has not completed all necessary phases of
this  program.  In the event the Company does  not  complete
all  phases, the Company may not be able to process customer
transactions  which  could have a  material  impact  on  the
operations of the Company.  In addition, disruptions in  the
economy generally resulting from Year 2000 Issues could also
materially  adversely  affect the Company.   The  amount  of
potential  liability and lost revenue cannot  be  reasonably
estimated at this time.

     The Company currently has no contingency plans in place
in  the  event it does not complete all phases of  the  Year
2000  program.  The Company plans to evaluate the status  of
completion in March 1999, and determine at that time whether
such a plan is necessary.

Qualitative and Quantitative Disclosures about Market Risk

      The  following  discussion about the Company's  market
risk   disclosures   involves  forward-looking   statements.
Actual  results could differ materially from those projected
in  the  forward-looking statements.  The Company is exposed
to  market  risk  related to changes in interest  rates  and
foreign  currency exchange rates.  The Company does not  use
derivative financial instruments.

      The  Company's  earnings are affected  by  changes  in
interest rates due to the impact those changes have  on  its
variable-rate  debt  instruments.   The  majority   of   the
Company's long-term debt at December 31, 1998 is a variable-
rate  debt instrument.  There have been no material  changes
relating  to interest rates since the Company's most  recent
fiscal year, which ended on September 30, 1998.

      The  Company's  earnings and  financial  position  are
affected  by foreign exchange rate fluctuations  related  to
the  equity  investment in Albemarle &  Bond  Holdings,  plc
("A&B").  A&B's operation's functional currency is the  U.K.
pound.   The  U.K.  pound  exchange rate  can  directly  and
indirectly  impact the Company's results of  operations  and
financial  position in several manners, including  potential
economic  recession in the U.K. resulting  from  a  devalued
pound.   The impact on the Company's financial position  and
results  of  operations  of  a hypothetical  change  in  the
exchange  rate  between the U.S. dollar and the  U.K.  pound
cannot  be  reasonably estimated.  During Fiscal  1998,  the
U.K.  pound  weakened resulting in a cumulative  translation
adjustment loss of $30,000.  During the first fiscal quarter
ended   December  31,  1998,  the  U.K.  pound  strengthened
resulting  in  a cumulative translation adjustment  gain  of
$36,000.   On  December 31, 1998, the U.K. pound  closed  at
0.60260  to  1.00 U.S. dollar, an increase  from  0.5886  at
September  30, 1998.  No assurance can be given  as  to  the
future valuation of the U.K. pound and how further movements
in  the  pound could effect future earnings or the financial
position of the Company.

Forward-Looking Information

      This  Quarterly Report on Form 10-Q 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.

                           PART II
Item 1. 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.

      The  Company  was the nominal defendant in  a  lawsuit
filed  July  18,  1997 by a holder of 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 alleged  that
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
sought  rescission  of  the subject agreements,  unspecified
damages and expenses, including plaintiff's legal fees.   On
December  16,  1998, the plaintiff filed a  Stipulation  and
Order  of  Dismissal  with the Court, stipulating  that  the
lawsuit  would be dismissed with prejudice to the plaintiff.
The Court approved the Stipulation and Order of Dismissal on
December 18, 1998, thereby dismissing the lawsuit.

Item 2. Changes in Securities

       Not Applicable

Item 3. Defaults Upon Senior Securities

       Not Applicable

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

       By written consent, the sole holder of the Company's
Class B Voting Common Stock approved the adoption of the
EZCORP, Inc. 1998 Incentive Plan.

Item 5. Other Information

       Not Applicable

Item 6. Exhibits and Reports on Form 8-K

       (a)  Exhibit                                        Incorporated by
            Number            Description                    Reference to
            -------        -----------------------------   ---------------
            Exhibit 10.65  EZCORP, Inc. 1998 Incentive Plan Filed herewith

            Exhibit 27     Financial Data Schedule          Filed herewith

       (b)  Reports on Form 8-K
            The Company has not filed any reports on Form 8-K for the 
            quarter ended December 31, 1998.

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

                                        EZCORP, INC.
                                        (Registrant)

Date:   February 12, 1999     By:     /s/ DAN N. TONISSEN
                                 --------------------------
                                           (Signature)

                                 Dan N. Tonissen
                                 Senior Vice President and
                                 Chief Financial Officer

                        Exhibit 10.65
                              
                        EZCORP, INC.
                              
                     1998 INCENTIVE PLAN

                      TABLE OF CONTENTS
                                                        Page

SECTION 1.  DEFINITIONS                                         1

SECTION 2.  SHARES OF STOCK SUBJECT TO THE PLAN                 7
     2.1  Maximum Number of Shares                              7
     2.2  Limitation of Shares                                  7
     2.3  Description of Shares                                 8
     2.4  Registration and Listing of Shares                    9

SECTION 3.  ADMINISTRATION OF THE PLAN                          9
     3.1  Committee                                             9
     3.2  Duration, Removal, Etc.                               9
     3.3  Meetings and Actions of Committee                     9
     3.4  Committee's Powers                                   10

SECTION 4.  ELIGIBILITY AND PARTICIPATION                      10
     4.1  Eligible Individuals                                 10
     4.2  Grant of Awards                                      11
     4.3  Date of Grant                                        11
     4.4  Award Agreements                                     11
     4.5  Limitation for Incentive Options                     11
     4.6  No Right to Award                                    11

SECTION 5.  TERMS AND CONDITIONS OF OPTIONS                    12
     5.1  Number of Shares                                     12
     5.2  Vesting                                              12
     5.3  Expiration of Options                                12
     5.4  Exercise Price                                       12
     5.5  Method of Exercise                                   12
     5.6  Incentive Option Exercises                           12
     5.7  Medium and Time of Payment                           13
     5.8  Payment with Sale Proceeds                           13
     5.9  Payment of Taxes                                     13
     5.10 Limitation on Aggregate Value of Shares  That  May
          Become First
          Exercisable  During  Any Calendar  Year  Under  an
Incentive Option
     5.11 No Fractional Shares                                 14
     5.12 Modification, Extension, and Renewal of Options      14
     5.13 Other Agreement Provisions                           15

SECTION 6.  STOCK APPRECIATION RIGHTS                          15
     6.1  Form of Right                                        15
     6.2  Rights Related to Options                            15
          (a)  Exercise and Transfer                           15
          (b)  Value of Right                                  15
     6.3  Right Without Option                                 16
          (a)  Number of Shares                                16
          (b)  Vesting                                         16
          (c)  Expiration of Rights                            16
          (d)  Value of Right                                  16
     6.4  Limitations on Rights                                16
     6.5  Payment of Rights                                    16

     6.6  Payment of Taxes                                     17
     6.7  Other Agreement Provisions                           17

SECTION 7.  RESTRICTED STOCK AWARDS                            17
     7.1  Restrictions                                         18
          (a)  Transferability                                 18
          (b)  Conditions to Removal of Restrictions           18
          (c)  Legend                                          18
          (d)  Possession                                      18
          (e)  Other Conditions                                18
     7.2  Expiration of Restrictions                           18
     7.3  Rights as Shareholder                                18
     7.4  Payment of Taxes                                     18
     7.5  Other Agreement Provisions                           19

SECTION 8.  AWARDS TO NON-EMPLOYEE DIRECTORS                   19
     8.1  Awards to Committee Members                          19
     8.2  Eligibility for Awards                               19

SECTION 9.  ADJUSTMENT PROVISIONS                              19
     9.1  Adjustment of Awards and Authorized Stock            19
     9.2  Changes in Control                                   20
     9.3  Restructuring Without Change in Control              21
     9.4  Notice of Restructuring                              23

SECTION 10.  ADDITIONAL PROVISIONS                             23
     10.1 Termination of Employment                            23
     10.2 Other Loss of Eligibility - Non-Employees            23
     10.3 Death                                                24
     10.4 Disability                                           24
     10.5 Leave of Absence                                     24
     10.6 Transferability of Awards                            25
     10.7 Forfeiture and Restrictions on Transfer              25
     10.8 Delivery of Certificates of Stock                    25
     10.9 Conditions to Delivery of Stock                      25
     10.10 Certain Directors and Officers                      26
     10.11 Securities Act Legend                               26
     10.12 Legend for Restrictions on Transfer                 27
     10.13 Rights as a Shareholder                             27
     10.14 Furnish Information                                 27
     10.15 Obligation to Exercise                              27
     10.16 Adjustments to Awards                               27
     10.17 Remedies                                            28
     10.18 Information Confidential                            28
     10.19 Consideration                                       28

SECTION 11.  DURATION AND AMENDMENT OF PLAN                    28
     11.1 Duration                                             28
     11.2 Amendment                                            28

SECTION 12.  GENERAL                                           29
     12.1 Application of Funds                                 29
     12.2 Right  of  the  Corporation  and  Subsidiaries  to
          Terminate Employment                                 29
     12.3 No Liability for Good Faith Determinations           29

     12.4 Other Benefits                                       29
     12.5 Exclusion    From   Pension   and   Profit-Sharing
          Compensation                                         29
     12.6 Execution of Receipts and Releases                   30
     12.7 Unfunded Plan                                        30
     12.8 No Guarantee of Interests                            30
     12.9 Payment of Expenses                                  30
     12.10 Corporation Records                                 30
     12.11 Information                                         31
     12.12 No Liability of Corporation                         31
     12.13 Corporation Action                                  31
     12.14 Severability                                        31
     12.15 Notices                                             31
     12.16 Successors                                          32
     12.17 Headings                                            32
     12.18 Governing Law                                       32
     12.19 Word Usage                                          32

                        EZCORP, INC.

     1998 INCENTIVE PLAN

     SCOPE AND PURPOSE OF PLAN

     EZCORP, Inc., a Delaware corporation (the Corporation),
has adopted this 1998 Incentive Plan (the "Plan") to provide
for the granting of:

     (a)  Incentive  Options (hereafter defined) to  certain
          Key Employees (hereafter defined);

     (b)  Nonstatutory   Options  (hereafter   defined)   to
          certain   Key  Employees,  Non-Employee  Directors
          (hereafter defined) and other Persons;

     (c)  Restricted  Stock  Awards (hereafter  defined)  to
          certain Key Employees and other Persons; and

     (d)  Stock  Appreciation Rights (hereafter defined)  to
          certain Key Employees and other Persons.

     The  purpose of the Plan is to provide an incentive for
Key  Employees  and  directors of  the  Corporation  or  its
Subsidiaries  (hereafter defined) to aid the Corporation  in
attracting  able  Persons  to  enter  the  service  of   the
Corporation  and  its Subsidiaries, to extend  to  them  the
opportunity  to  acquire  a  proprietary  interest  in   the
Corporation  so that they will apply their best efforts  for
the benefit of the Corporation, and to remain in the service
of  the Corporation or its Subsidiaries.  This Plan has been
adopted  by the Board of Directors and shareholders  of  the
Corporation  prior to the registration of any securities  of
the  Corporation under the Exchange Act (hereafter  defined)
and  accordingly amounts paid under the Plan are exempt from
the  provisions  of  Section 162(m) of the  Code  (hereafter
defined).

SECTION 1.  DEFINITIONS

     1.1"Acquiring Person" means any Person other  than  the
Corporation, any Subsidiary of the Corporation, any employee
benefit  plan of the Corporation or of a Subsidiary  of  the
Corporation or of a corporation owned directly or indirectly
by  the shareholders of the Corporation in substantially the
same  proportions  as  their  ownership  of  Stock  of   the
Corporation,  or  any  trustee or  other  fiduciary  holding
securities under an employee benefit plan of the Corporation
or  of  a  Subsidiary of the Corporation or of a corporation
owned  directly  or  indirectly by the shareholders  of  the
Corporation in substantially the same proportions  as  their
ownership of Stock of the Corporation.

     1.2"Affiliate" means (a) any Person who is directly  or
indirectly  the  beneficial owner of at  least  10%  of  the
voting  power  of the Voting Securities or  (b)  any  Person
controlling, controlled by, or under common control with the
Company  or  any Person contemplated in clause (a)  of  this
Section 1.2.

     1.3"Award"  means  the grant of  any  form  of  Option,
Restricted  Stock Award, or Stock Appreciation  Right  under
the  Plan, whether granted individually, in combination,  or
in  tandem,  to a Holder pursuant to the terms,  conditions,
and limitations that the Committee may establish in order to
fulfill the objectives of the Plan.

     1.4"Award   Agreement"  means  the  written   agreement
between  the Corporation and a Holder evidencing the  terms,
conditions,  and  limitations of the Award granted  to  that
Holder.

     1.5"Board of Directors" means the board of directors of
the Corporation.

     1.6"Business Day" means any day other than a  Saturday,
a  Sunday,  or  a day on which banking institutions  in  the
State  of  Texas  are  authorized or  obligated  by  law  or
executive order to close.

     1.7"Change in Control" means the event that  is  deemed
to have occurred if:

          (a)any   Acquiring  Person  is  or   becomes   the
     "beneficial owner" (as defined in Rule 13d-3 under  the
     Exchange Act), directly or indirectly, of securities of
     the  Corporation representing fifty percent or more  of
     the  combined  voting  power of  the  then  outstanding
     Voting Securities of the Corporation; or

          (b)members  of the Incumbent Board cease  for  any
     reason  to constitute at least a majority of the  Board
     of Directors; or

          (c)a  public announcement is made of a  tender  or
     exchange  offer  by  any  Acquiring  Person  for  fifty
     percent or more of the outstanding Voting Securities of
     the Corporation, and the Board of Directors approves or
     fails  to oppose that tender or exchange offer  in  its
     statements in Schedule 14D-9 under the Exchange Act; or

          (d)the  shareholders of the Corporation approve  a
     merger  or  consolidation of the Corporation  with  any
     other  corporation  or  partnership  (or,  if  no  such
     approval is required, the consummation of such a merger
     or  consolidation  of the Corporation),  other  than  a
     merger or consolidation that would result in the Voting
     Securities  of the Corporation outstanding  immediately
     before the consummation thereof continuing to represent
     (either  by remaining outstanding or by being converted
     into Voting Securities of the surviving entity or of  a
     parent  of  the  surviving entity) a  majority  of  the
     combined voting power of the Voting Securities  of  the
     surviving    entity   (or   its   parent)   outstanding
     immediately after that merger or consolidation; or

          (e)the  shareholders of the Corporation approve  a
     plan  of complete liquidation of the Corporation or  an
     agreement   for   the  sale  or  disposition   by   the
     Corporation   of   all   or   substantially   all   the
     Corporation's  assets  (or,  if  no  such  approval  is
     required, the consummation of such a liquidation, sale,
     or  disposition in one transaction or series of related
     transactions)  other  than  a  liquidation,  sale,   or
     disposition   of   all   or   substantially   all   the
     Corporation's assets in one transaction or a series  of
     related transactions to a corporation owned directly or
     indirectly  by  the shareholders of the Corporation  in
     substantially  the same proportions as their  ownership
     of Stock of the Corporation.

     1.8"Code" means the Internal Revenue Code of  1986,  as
amended.

     1.9"Committee"  means  the Committee,  which  Committee
shall  administer this Plan and is further  described  under
Section 3.

     1.10"Convertible   Securities"   means   evidences   of
indebtedness,  shares of capital stock, or other  securities
that  are  convertible into or exchangeable  for  shares  of
Stock, either immediately or upon the arrival of a specified
date or the happening of a specified event.

     1.11"Corporation" has the meaning given to  it  in  the
first paragraph under "Scope and Purpose of Plan."

     1.12"Date of Grant" has the meaning given it in Section
4.3.

     1.13"Disability" has the meaning given  it  in  Section
10.4.

     1.14"Effective Date" means October 26, 1998.

     1.15"Eligible  Individuals" means  (a)  Key  Employees,
(b) Non-Employee Directors only for purposes of Nonstatutory
Options pursuant to Section 8, (c) any other Person that the
Committee  designates as eligible for an Award  (other  than
for  Incentive Options) because the Person performs, or  has
performed, valuable services for the Corporation or  any  of
its Subsidiaries (other than services in connection with the
offer   or   sale   of   securities  in  a   capital-raising
transaction)  and the Committee determines that  the  Person
has  a  direct  and  significant  effect  on  the  financial
development  of the Corporation or any of its  Subsidiaries,
and  (d)  any transferee of an Award if the Award  Agreement
provides  for  transfer  of  the  Award  and  the  Award  is
transferred  in  accordance with  the  terms  of  the  Award
Agreement. Notwithstanding the foregoing provisions of  this
Section 1.15, to ensure that the requirements of the  fourth
sentence  of  Section  3.1  are  satisfied,  the  Board   of
Directors  may  from  time to time specify  individuals  who
shall  not  be  eligible for the grant of Awards  or  equity
securities  under  any  plan  of  the  Corporation  or   its
Affiliates.  Nevertheless, the Board of Directors may at any
time  determine that an individual who has been so  excluded
from  eligibility shall become eligible for grants of Awards
and  grants of such other equity securities under any  plans
of  the  Corporation  or  its Affiliates  so  long  as  that
eligibility will not impair the Plan's satisfaction  of  the
conditions of Rule 16b-3.

     1.16"Employee" means any employee of the Corporation or
of any of its Subsidiaries, including officers and directors
of the Corporation who are also employees of the Corporation
or of any of its Subsidiaries.

     1.17"Exchange Act" means the Securities Exchange Act of
1934  and  the rules and regulations promulgated thereunder,
or  any  successor law, as it may be amended  from  time  to
time.

     1.18"Exercise  Notice"  has the  meaning  given  it  in
Section 5.5.

     1.19"Exercise  Price"  has  the  meaning  given  it  in
Section 5.4.

     1.20"Fair Market Value" means, for a particular day:

          (a)If shares of Stock of the same class are listed
     or  admitted  to  unlisted trading  privileges  on  any
     national or regional securities exchange at the date of
     determining  the  Fair  Market  Value,  then  the  last
     reported sale price, regular way, on the composite tape
     of  that  exchange on the last Business Day before  the
     date  in  question or, if no such sale takes  place  on
     that  Business Day, the average of the closing bid  and
     asked  prices, regular way, in either case as  reported
     in  the  principal  consolidated transaction  reporting
     system with respect to securities listed or admitted to
     unlisted   trading   privileges  on   that   securities
     exchange; or

          (b)If  shares of Stock of the same class  are  not
     listed  or  admitted to unlisted trading privileges  as
     provided in Section 1.20(a) and sales prices for shares
     of  Stock  of  the  same class in the  over-the-counter
     market  are  reported  by the National  Association  of
     Securities  Dealers,  Inc. Automated  Quotations,  Inc.
     ("NASDAQ") National Market System (or such other system
     then in use) at the date of determining the Fair Market
     Value,  then the last reported sales price so  reported
     on  the  last Business Day before the date in  question
     or,  if no such sale takes place on that Business  Day,
     the  average  of the high bid and low asked  prices  so
     reported; or

          (c)If  shares of Stock of the same class  are  not
     listed  or  admitted to unlisted trading privileges  as
     provided in Section 1.20(a) and sales prices for shares
     of  Stock  of  the same class are not reported  by  the
     NASDAQ National Market System (or a similar system then
     in  use) as provided in Section 1.20(b), and if bid and
     asked  prices for shares of Stock of the same class  in
     the over-the-counter market are reported by NASDAQ (or,
     if  not  so reported, by the National Quotation  Bureau
     Incorporated)  at  the  date of  determining  the  Fair
     Market Value, then the average of the high bid and  low
     asked  prices on the last Business Day before the  date
     in question; or

          (d)If  shares of Stock of the same class  are  not
     listed  or  admitted to unlisted trading privileges  as
     provided in Section 1.20(a) and sales prices or bid and
     asked  prices therefor are not reported by  NASDAQ  (or
     the National Quotation Bureau Incorporated) as provided
     in  Section 1.20(b) or Section 1.20(c) at the  date  of
     determining  the  Fair  Market Value,  then  the  value
     determined  in  good  faith  by  the  Committee,  which
     determination shall be conclusive for all purposes; or

          (e)If shares of Stock of the same class are listed
     or  admitted to unlisted trading privileges as provided
     in  Section  1.20(a) or sales prices or bid  and  asked
     prices therefor are reported by NASDAQ (or the National
     Quotation  Bureau Incorporated) as provided in  Section
     1.20(b)  or  Section 1.20(c) at the date of determining
     the Fair Market Value, but the volume of trading is  so
     low  that  the  Board of Directors determines  in  good
     faith  that such prices are not indicative of the  fair
     value  of the Stock, then the value determined in  good
     faith  by  the Committee, which determination shall  be
     conclusive   for   all  purposes  notwithstanding   the
     provisions of Sections 1.20(a), (b), or (c).

For  purposes of valuing Incentive Options, the Fair  Market
Value  of  Stock shall be determined without regard  to  any
restriction  other than one that, by its terms,  will  never
lapse.   For  purposes  of the redemption  provided  for  in
Section  9.3(d)(v), Fair Market Value shall have the meaning
and  shall  be  determined  as set  forth  above;  provided,
however,  that  the  Committee, with  respect  to  any  such
redemption, shall have the right to determine that the  Fair
Market  Value  for purposes of the redemption should  be  an
amount  measured by the value of the shares of Stock,  other
securities,  cash, or property otherwise being  received  by
holders   of  shares  of  Stock  in  connection   with   the
Restructuring  and  upon  that determination  the  Committee
shall  have the power and authority to determine Fair Market
Value for purposes of the redemption based upon the value of
such  shares of stock, other securities, cash, or  property.
Any  such determination by the Committee, as evidenced by  a
resolution  of  the Committee, shall be conclusive  for  all
purposes.

     1.21"Fiscal  Year"  means  the  fiscal  year   of   the
Corporation ending on September 30 of each year.

     1.22"Holder" means an Eligible Individual  to  whom  an
outstanding  Award  has been granted, or,  pursuant  to  the
terms of the Award Agreement, the permitted transferee of  a
Holder.

     1.23"Incumbent Board" means the individuals who, as  of
the  Effective  Date, constitute the Board of Directors  and
any   other  individual  who  becomes  a  director  of   the
Corporation   after   that  date  and  whose   election   or
appointment  by  the Board of Directors  or  nomination  for
election by the Corporation's shareholders was approved by a
vote of at least a majority of the directors then comprising
the Incumbent Board.

     1.24"Incentive Option" means an incentive stock  option
as  defined  under Section 422 of the Code  and  regulations
thereunder.

     1.25"Key   Employee"  means  any  Employee   whom   the
Committee  identifies  as having a  direct  and  significant
effect  on the performance of the Corporation or any of  its
Subsidiaries.

     1.26"Non-Employee  Director" means a  director  of  the
Corporation who while a director is not an Employee.

     1.27"Nonstatutory  Option" means a  stock  option  that
does not satisfy the requirements of Section 422 of the Code
or  that  is  designated at the Date  of  Grant  or  in  the
applicable  Award Agreement to be an option  other  than  an
Incentive Option.

     1.28"Non-Surviving   Event"   means   an    event    of
Restructuring  as  described in either  Section  1.35(b)  or
Section 1.35(c).

     1.29"Normal  Retirement" means the  separation  of  the
Holder   from  employment  with  the  Corporation  and   its
Subsidiaries with the right to receive an immediate  benefit
under a retirement plan approved by the Corporation.  If  no
such plan exists, Normal Retirement shall mean separation of
the  Holder  from  employment with the Corporation  and  its
Subsidiaries at age 62 or later.

     1.30"Option"  means  either an Incentive  Option  or  a
Nonstatutory Option, or both.

     1.31"Person" means any person or entity of  any  nature
whatsoever, specifically including (but not limited  to)  an
individual, a firm, a company, a corporation, a partnership,
a  trust,  or  other entity.  A Person, together  with  that
Person's  affiliates  and  associates  (as  "affiliate"  and
"associate" are defined in Rule 12b-2 under the Exchange Act
for  purposes  of  this definition only),  and  any  Persons
acting as a partnership, limited partnership, joint venture,
association,  syndicate,  or other  group  (whether  or  not
formally  organized),  or otherwise  acting  jointly  or  in
concert  or in a coordinated or consciously parallel  manner
(whether or not pursuant to any express agreement), for  the
purpose  of  acquiring,  holding, voting,  or  disposing  of
securities  of  the Corporation with that Person,  shall  be
deemed a single "Person."

     1.32"Plan" means the Corporation's 1998 Incentive Plan,
as it may be amended or restated from time to time.

     1.33"Restricted   Stock"   means    Stock    that    is
nontransferable or subject to substantial risk of forfeiture
until specific conditions are met.

     1.34"Restricted  Stock  Award"  means  the   grant   or
purchase, on the terms and conditions of Section 7  or  that
the Committee otherwise determines, of Restricted Stock.

     1.35"Restructuring" means the occurrence of any one  or
more of the following:

          (a)The  merger or consolidation of the Corporation
     with   any   Person,  whether  effected  as  a   single
     transaction  or a series of related transactions,  with
     the  Corporation remaining the continuing or  surviving
     entity  of  that merger or consolidation and the  Stock
     remaining outstanding and not changed into or exchanged
     for stock or other securities of any other Person or of
     the Corporation, cash, or other property;

          (b)The  merger or consolidation of the Corporation
     with   any   Person,  whether  effected  as  a   single
     transaction  or a series of related transactions,  with
     (i)  the  Corporation  not  being  the  continuing   or
     surviving  entity  of that merger or  consolidation  or
     (ii)  the  Corporation  remaining  the  continuing   or
     surviving  entity  of that merger or consolidation  but
     all  or  a part of the outstanding shares of Stock  are
     changed into or exchanged for stock or other securities
     of  any other Person or the Corporation, cash, or other
     property; or

          (c)The transfer, directly or indirectly, of all or
     substantially  all  of the assets  of  the  Corporation
     (whether  by  sale, merger, consolidation, liquidation,
     or  otherwise)  to any Person, whether  effected  as  a
     single transaction or a series of related transactions.

     1.36"Rule  16b-3" means Rule 16b-3 under Section  16(b)
of  the Exchange Act as adopted in Exchange Act Release  No.
34-37260 (May 31, 1996), or any successor rule, as it may be
amended from time to time.

     1.37"Securities Act" means the Securities Act  of  1933
and the rules and regulations promulgated thereunder, or any
successor law, as it may be amended from time to time.

     1.38"Stock" means the Class A Non-voting common  stock,
$0.01  par value per share, of the Corporation, or any other
securities that are substituted for the Stock as provided in
Section 9.

     1.39"Stock  Appreciation  Right"  means  the  right  to
receive  an  amount equal to the excess of the  Fair  Market
Value  of  a  share of Stock (as determined on the  date  of
exercise)  over,  as appropriate, the Exercise  Price  of  a
related Option or the Fair Market Value of the Stock on  the
Date of Grant of the Stock Appreciation Right.

     1.40"Subsidiary" means, with respect to any Person, any
corporation,  or  other entity of which a  majority  of  the
Voting Securities is owned, directly or indirectly, by  that
Person.

     1.41"Total Shares" has the meaning given it in  Section
9.2.

     1.42"Voting Securities" means any securities  that  are
entitled to vote generally in the election of directors,  in
the admission of general partners or in the selection of any
other similar governing body.

SECTION 2.  SHARES OF STOCK SUBJECT TO THE PLAN

     2.1Maximum Number of Shares.  Subject to the provisions
of Section 2.2 and Section 9, the aggregate number of shares
of  Stock  that  may  be issued or transferred  pursuant  to
Awards under the Plan shall be 1,275,000.

     2.2Limitation   of  Shares.   For   purposes   of   the
limitations   specified  in  Section  2.1,   the   following
principles shall apply:

          (a)the  following shall count against and decrease
     the  number  of shares of Stock that may be issued  for
     purposes  of Section 2.1:  (i) shares of Stock  subject
     to   outstanding   Options,   outstanding   shares   of
     Restricted  Stock,  and shares subject  to  outstanding
     Stock   Appreciation  Rights  granted  independent   of
     Options  (based  on  a  good  faith  estimate  by   the
     Corporation or the Committee of the maximum  number  of
     shares  for which the Stock Appreciation Right  may  be
     settled (assuming payment in full in shares of Stock)),
     and  (ii) in the case of Options granted in tandem with
     Stock Appreciation Rights, the greater of the number of
     shares  of  Stock that would be counted if one  or  the
     other alone was outstanding (determined as described in
     clause (i) above);

          (b)the following shall be added back to the number
     of  shares of Stock that may be issued for purposes  of
     Section 2.1:  (i) shares of Stock with respect to which
     Options,  Stock Appreciation Rights granted independent
     of  Options,  or  Restricted Stock Awards  expire,  are
     cancelled,   or   otherwise  terminate  without   being
     exercised,  converted, or vested,  as  applicable,  and
     (ii)  in  the  case of Options granted in  tandem  with
     Stock  Appreciation Rights, shares of Stock as to which
     an  Option has been surrendered in connection with  the
     exercise  of  a  related ("tandem") Stock  Appreciation
     Right, to the extent the number surrendered exceeds the
     number  issued upon exercise of the Stock  Appreciation
     Right;  provided that, in any case, the holder of  such
     Awards  did not receive any dividends or other benefits
     of  ownership  with  respect to the  underlying  shares
     being  added  back, other than voting  rights  and  the
     accumulation (but not payment) of dividends of Stock;

          (c)shares  of  Stock subject to Stock Appreciation
     Rights  granted  independent of Options (calculated  as
     provided  in  clause (a) above) that are exercised  and
     paid  in  cash  shall be added back to  the  number  of
     shares  of  Stock  that may be issued for  purposes  of
     Section  2.1,  provided that the Holder of  such  Stock
     Appreciation  Right did not receive  any  dividends  or
     other  benefits of ownership, other than voting  rights
     and the accumulation (but not payment) of dividends, of
     the  shares  of Stock subject to the Stock Appreciation
     Right;

          (d)shares  of  Stock  that are  transferred  by  a
     Holder of an Award (or withheld by the Corporation)  as
     full  or  partial  payment to the  Corporation  of  the
     purchase price of shares of Stock subject to an  Option
     or   the   Corporation's   or  any   Subsidiary's   tax
     withholding obligations shall not be added back to  the
     number  of  shares  of Stock that  may  be  issued  for
     purposes of Section 2.1 and shall not again be  subject
     to Awards; and

          (e)if  the  number  of  shares  of  Stock  counted
     against  the  number of shares that may be  issued  for
     purposes of Section 2.1 is based upon an estimate  made
     by  the  Corporation or the Committee  as  provided  in
     clause  (a)  above and the actual number of  shares  of
     Stock  issued  pursuant  to  the  applicable  Award  is
     greater  or less than the estimated number, then,  upon
     such  issuance, the number of shares of Stock that  may
     be  issued  pursuant to Section 2.1  shall  be  further
     reduced  by  the  excess issuance or increased  by  the
     shortfall, as applicable.

Notwithstanding the provisions of this Section 2.2, no Stock
shall  be  treated  as issuable under the Plan  to  Eligible
Individuals  subject to Section 16 of the  Exchange  Act  if
otherwise prohibited from issuance under Rule 16b-3.

     2.3Description of Shares.  The shares to  be  delivered
under  the  Plan shall be made available from (a) authorized
but unissued shares of Stock, (b) Stock held in the treasury
of the Corporation, or (c) previously issued shares of Stock
reacquired by the Corporation, including shares purchased on
the open market, in each situation as the Board of Directors
or the Committee may determine from time to time at its sole
option.

     2.4Registration and Listing of Shares.   From  time  to
time, the Board of Directors and appropriate officers of the
Corporation  shall  and  are  authorized  to  take  whatever
actions  are  necessary  to  file  required  documents  with
governmental   authorities,  stock  exchanges,   and   other
appropriate  Persons to make shares of Stock  available  for
issuance pursuant to the exercise of Awards.

SECTION 3.  ADMINISTRATION OF THE PLAN

     3.1Committee.  The Committee shall administer the  Plan
with respect to all Eligible Individuals who are subject  to
Section 16(b) of the Exchange Act (other than members of the
Committee), but shall not have the power to appoint  members
of the Committee or to terminate, modify, or amend the Plan.
The  full Board of Directors shall administer the Plan  with
respect  to  all  members  of  the  Committee.   Except  for
references  in  Sections 3.1, 3.2 and 3.3,  and  unless  the
context  otherwise  requires,  references  herein   to   the
Committee  shall  also refer to the Board  of  Directors  as
administrator of the Plan for members of the Committee.  The
Committee shall be constituted so that, as long as Stock  is
registered under Section 12 of the Exchange Act, each member
of  the  Committee shall be a Non-Employee Director  and  so
that  the Plan in all other applicable respects will qualify
transactions  related to the Plan for  the  exemptions  from
Section 16(b) of the Exchange Act provided by Rule 16b-3, to
the  extent  exemptions thereunder may  be  available.   The
number of Persons that shall constitute the Committee  shall
be  determined from time to time by a majority  of  all  the
members  of the Board of Directors and, unless that majority
of the Board of Directors determines otherwise or Rule 16b-3
is  amended to require otherwise, shall be no less than  two
Persons.    The   Board  of  Directors  may  designate   the
Compensation Committee of the Board of Directors to serve as
the  Committee  hereunder.  To the extent  that  Rule  16b-3
promulgated  under  the Exchange Act requires  a  system  of
administration that is different from this Section 3.1, this
Section  3.1  shall automatically be deemed amended  to  the
extent  necessary to cause it to be in compliance with  Rule
16b-3.

     3.2Duration,   Removal,  Etc.   The  members   of   the
Committee  shall  serve at the discretion of  the  Board  of
Directors, which shall have the power, at any time and  from
time  to time, to remove members from or add members to  the
Committee.   Removal  from  the Committee  may  be  with  or
without  cause.  Any individual serving as a member  of  the
Committee shall have the right to resign from membership  in
the  Committee by at least three days' written notice to the
Board  of  Directors.  The Board of Directors, and  not  the
remaining members of the Committee, shall have the power and
authority to fill all vacancies on the Committee.  The Board
of Directors shall promptly fill any vacancy that causes the
number  of members of the Committee to be below two  or  any
other number that Rule 16b-3 may require from time to time.

     3.3Meetings  and Actions of Committee.   The  Board  of
Directors  shall  designate which of the  Committee  members
shall  be  the chairman of the Committee.  If the  Board  of
Directors  fails  to  designate a  Committee  chairman,  the
members  of  the Committee shall elect one of the  Committee
members  as  chairman, who shall act as  chairman  until  he
ceases to be a member of the Committee or until the Board of
Directors  elects a new chairman.  The Committee shall  hold
its  meetings at those times and places as the  chairman  of
the  Committee  may  determine.   At  all  meetings  of  the
Committee, a quorum for the transaction of business shall be
required and a quorum shall be deemed present if at least  a
majority  of  the members of the Committee are present.   At
any  meeting  of the Committee, each member shall  have  one
vote.   All  decisions and determinations of  the  Committee
shall  be made by the majority vote or majority decision  of
all of its members present at a meeting at which a quorum is
present;   provided,   however,   that   any   decision   or
determination reduced to writing and signed by  all  of  the
members of the Committee shall be as fully effective  as  if
it had been made at a meeting that was duly called and held.
The  Committee  may make any rules and regulations  for  the
conduct  of its business that are not inconsistent with  the
provisions  of  the  Plan, the Articles  or  Certificate  of
Incorporation  of  the  Corporation,  the  bylaws   of   the
Corporation, and Rule 16b-3 so long as it is applicable,  as
the Committee may deem advisable.

     3.4Committee's   Powers.   Subject   to   the   express
provisions  of the Plan and Rule 16b-3, the Committee  shall
have the authority, in its sole and absolute discretion,  to
(a)   adopt,   amend,   and   rescind   administrative   and
interpretive  rules and regulations relating  to  the  Plan;
(b) determine the Eligible Individuals to whom, and the time
or  times  at which, Awards shall be granted; (c)  determine
the  amount of cash and the number of shares of Stock, Stock
Appreciation  Rights,  or Restricted Stock  Awards,  or  any
combination  thereof,  that shall be  the  subject  of  each
Award; (d) determine the terms and provisions of each  Award
Agreement   (which   need   not  be  identical),   including
provisions  defining or otherwise relating to (i)  the  term
and  the  period or periods and extent of exercisability  of
the Options, (ii) the extent to which the transferability of
shares of Stock issued or transferred pursuant to any  Award
is restricted, (iii) the effect of termination of employment
of  the Holder on the Award, and (iv) the effect of approved
leaves   of   absence   (consistent  with   any   applicable
regulations    of    the    Internal    Revenue    Service);
(e)   accelerate,  pursuant  to  Section  9,  the  time   of
exercisability  of  any  Option  that  has   been   granted;
(f)  construe the respective Award Agreements and the  Plan;
(g)  make  determinations of the Fair Market  Value  of  the
Stock  pursuant to the Plan; (h) delegate its  duties  under
the Plan to such agents as it may appoint from time to time,
provided that the Committee may not delegate its duties with
respect  to  making Awards to, or otherwise with respect  to
Awards  granted to, Eligible Individuals who are subject  to
Section  16(b) of the Exchange Act; and (i) make  all  other
determinations,  perform all other acts,  and  exercise  all
other  powers  and  authority  necessary  or  advisable  for
administering  the Plan, including the delegation  of  those
ministerial acts and responsibilities as the Committee deems
appropriate.   Subject  to  Rule 16b-3,  the  Committee  may
correct  any  defect, supply any omission, or reconcile  any
inconsistency  in the Plan, in any Award, or  in  any  Award
Agreement in the manner and to the extent it deems necessary
or  desirable  to  carry  the  Plan  into  effect,  and  the
Committee  shall  be  the  sole  and  final  judge  of  that
necessity  or  desirability.   The  determinations  of   the
Committee  on  the matters referred to in this  Section  3.4
shall be final and conclusive.

SECTION 4.  ELIGIBILITY AND PARTICIPATION

     4.1Eligible   Individuals.   Awards  may   be   granted
pursuant  to  the  Plan  only to Persons  who  are  Eligible
Individuals at the time of the grant thereof.
     
     4.2Grant  of Awards.  Subject to the express provisions
of  the  Plan, the Committee shall determine which  Eligible
Individuals shall be granted Awards from time to  time.   In
making  grants, the Committee shall take into  consideration
the contribution the potential Holder

has  made  or may make to the success of the Corporation  or
its  Subsidiaries and such other considerations as the Board
of  Directors may from time to time specify.  The  Committee
shall also determine the number of shares subject to each of
the Awards and shall authorize and cause the Corporation  to
grant Awards in accordance with those determinations.

     4.3Date  of  Grant.   The date on which  the  Committee
completes  all  action resolving to offer  an  Award  to  an
individual,  including the specification of  the  number  of
shares  of  Stock to be subject to the Award, shall  be  the
date  on  which the Award covered by an Award  Agreement  is
granted (the "Date of Grant"), even though certain terms  of
the  Award Agreement may not be determined at that time  and
even though the Award Agreement may not be executed until  a
later  time.  In no event shall a Holder gain any rights  in
addition  to those specified by the Committee in its  grant,
regardless  of the time that may pass between the  grant  of
the Award and the actual execution of the Award Agreement by
the Corporation and the Holder.

     4.4Award Agreements.  Each Award granted under the Plan
shall be evidenced by an Award Agreement that is executed by
the  Corporation  and the Eligible Individual  to  whom  the
Award  is  granted and incorporating those  terms  that  the
Committee shall deem necessary or desirable.  More than  one
Award  may  be  granted under the Plan to the same  Eligible
Individual and be outstanding concurrently.  In the event an
Eligible  Individual is granted both one or  more  Incentive
Options  and one or more Nonstatutory Options, those  grants
shall  be  evidenced by separate Award Agreements,  one  for
each of the Incentive Option grants and one for each of  the
Nonstatutory Option grants.

     4.5Limitation  for Incentive Options.   Notwithstanding
any provision contained herein to the contrary, (a) a Person
shall  not be eligible to receive an Incentive Option unless
he  is  an  Employee  of  the  Corporation  or  a  corporate
Subsidiary or, to the extent permitted by law, a partnership
Subsidiary,  and  (b)  a Person shall  not  be  eligible  to
receive an Incentive Option if, immediately before the  time
the  Option is granted, that Person owns (within the meaning
of  Sections  422  and 424(d) of the Code) stock  possessing
more than ten percent of the total combined voting power  or
value of all classes of outstanding stock of the Corporation
or  a  Subsidiary.  Nevertheless, Section 4.5(b)  shall  not
apply  if, at the time the Incentive Option is granted,  the
Exercise  Price  of the Incentive Option  is  at  least  one
hundred  ten percent of Fair Market Value and the  Incentive
Option   is  not,  by  its  terms,  exercisable  after   the
expiration of five years from the Date of Grant.

     4.6No  Right to Award.  The adoption of the Plan  shall
not  be  deemed to give any Person a right to be granted  an
Award.

SECTION 5.  TERMS AND CONDITIONS OF OPTIONS

     All  Options granted under the Plan shall comply  with,
and  the related Award Agreements shall be deemed to include
and  be  subject to, the terms and conditions set  forth  in
this  Section  5  (to  the extent each  term  and  condition
applies  to  the form of Option) and also to the  terms  and
conditions  set  forth  in  Sections  9  and  10;  provided,
however, that the Committee may authorize an Award Agreement
that  expressly  contains terms and provisions  that  differ
from  the  terms and provisions set forth in  Sections  9.2,
9.3,  and 9.4 and any of the terms and provisions of Section
10 (other than Sections 10.9 and 10.10).

     5.1Number of Shares.  Each Award Agreement shall  state
the total number of shares of Stock to which it relates.

     5.2Vesting.  Each Award Agreement shall state the  time
or  periods in which, or the conditions upon satisfaction of
which, the right to exercise the Option or a portion thereof
shall  vest and the number of shares of Stock for which  the
right  to exercise the Option shall vest at each such  time,
period, or fulfillment of condition.

     5.3Expiration of Options.  No Option shall be exercised
after the expiration of a period of ten years commencing  on
the Date of Grant of the Option; provided, however, that any
portion of a Nonstatutory Option that pursuant to the  terms
of  the Award Agreement under which such Nonstatutory Option
is granted shall not become exercisable until the date which
is  the  tenth  anniversary of the Date  of  Grant  of  such
Nonstatutory  Option may be exercisable for a period  of  30
days  following  the  date  on which  such  portion  becomes
exercisable.

     5.4Exercise  Price.  Each Award Agreement  shall  state
the  exercise  price  per  share  of  Stock  (the  "Exercise
Price");  provided,  however, that the  exercise  price  per
share  of Stock subject to an Incentive Option shall not  be
less than the greater of (a) the par value per share of  the
Stock or (b) 100% of the Fair Market Value per share of  the
Stock on the Date of Grant of the Option.

     5.5Method of Exercise.  The Option shall be exercisable
only  by  written notice of exercise (the "Exercise Notice")
delivered to the Corporation during the term of the  Option,
which  notice shall (a) state the number of shares of  Stock
with respect to which the Option is being exercised, (b)  be
signed by the Holder of the Option or, if the Holder is dead
or   becomes  affected  by  a  Disability,  by  the   Person
authorized to exercise the Option pursuant to Sections  10.3
and  10.4, (c) be accompanied by the Exercise Price for  all
shares of Stock for which the Option is being exercised, and
(d)   include  such  other  information,  instruments,   and
documents  as may be required to satisfy any other condition
to  exercise contained in the Award Agreement.   The  Option
shall not be deemed to have been exercised unless all of the
requirements of the preceding provisions of this Section 5.5
have been satisfied.

     5.6Incentive  Option  Exercises.  Except  as  otherwise
provided  in Section 10.4 or in the Award Agreement,  during
the  Holder's  lifetime,  only the Holder  may  exercise  an
Incentive Option.
     
     5.7Medium and Time of Payment.  The Exercise  Price  of
an  Option shall be payable in full upon the exercise of the
Option  (a) in cash or by an equivalent means acceptable  to
the  Committee, (b) on the Committee's prior  consent,  with
shares  of  Stock  owned  by  the Holder  (including  shares
received  upon  exercise of the Option or restricted  shares
already  held by the Holder) and having a Fair Market  Value
at  least  equal to the aggregate Exercise Price payable  in
connection with such exercise, or (c) by any combination  of
clauses  (a)  and  (b).  If the Committee elects  to  accept
shares  of  Stock in payment of all or any  portion  of  the
Exercise  Price,  then  (for  purposes  of  payment  of  the
Exercise  Price) those shares of Stock shall  be  deemed  to
have a cash value equal to their aggregate Fair Market Value
determined as of the date the certificate for such shares is
delivered  to the Corporation.  If the Committee  elects  to
accept  shares of restricted Stock in payment of all or  any
portion  of  the  Exercise Price, then an  equal  number  of
shares  issued pursuant to the exercise shall be  restricted
on  the  same terms and for the restriction period remaining
on the shares used for payment.

     5.8Payment  with  Sale Proceeds.  In addition,  at  the
request  of  the  Holder  and to  the  extent  permitted  by
applicable law, the Committee may (but shall not be required
to)  approve arrangements with a brokerage firm under  which
that  brokerage firm, on behalf of the Holder, shall pay  to
the  Corporation  the  Exercise Price of  the  Option  being
exercised  and  the Corporation shall promptly  deliver  the
exercised  shares  of  Stock  to  the  brokerage  firm.   To
accomplish this transaction, the Holder must deliver to  the
Corporation   an  Exercise  Notice  containing   irrevocable
instructions from the Holder to the Corporation  to  deliver
the  Stock  certificates representing the  shares  of  Stock
directly  to the broker.  Upon receiving a copy of the  Exer
cise  Notice  acknowledged by the  Corporation,  the  broker
shall sell that number of shares of Stock or loan the Holder
an  amount  sufficient  to pay the Exercise  Price  and  any
withholding obligations due.  The broker then shall  deliver
to the Corporation that portion of the sale or loan proceeds
necessary  to  cover the Exercise Price and any  withholding
obligations  due.   The  Committee  shall  not  approve  any
transaction  of this nature if the Committee  believes  that
the  transaction  would give rise to the Holder's  liability
for  short-swing profits under Section 16(b) of the Exchange
Act.

     5.9Payment  of  Taxes.   The  Committee  may,  in   its
discretion,  require a Holder to pay to the Corporation  (or
the Corporation's Subsidiary if the Holder is an employee

of  a  Subsidiary of the Corporation), at the  time  of  the
exercise  of  an Option or thereafter, the amount  that  the
Committee  deems  necessary to satisfy the Corporation's  or
its  Subsidiary's current or future obligation  to  withhold
federal,  state,  or local income or other  taxes  that  the
Holder  incurs by exercising an Option.  In connection  with
the  exercise  of  an  Option requiring tax  withholding,  a
Holder  may (a) direct the Corporation to withhold from  the
shares  of  Stock to be issued to the Holder the  number  of
shares necessary to satisfy the Corporation's obligation  to
withhold  taxes,  that determination  to  be  based  on  the
shares'  Fair  Market Value as of the date of exercise;  (b)
deliver to the Corporation sufficient shares of Stock (based
upon  the Fair Market Value as of the date of such delivery)
to  satisfy  the Corporation's tax withholding  obligations,
which  tax  withholding obligation is based on  the  shares'
Fair Market Value as of the later of the date of exercise or
the  date  as  of  which  the  shares  of  Stock  issued  in
connection  with  such  exercise become  includible  in  the
income of the Holder; or (c) deliver sufficient cash to  the
Corporation  to  satisfy  its tax  withholding  obligations.
Holders  who  elect to use such a Stock withholding  feature
must  make  the election at the time and in the manner  that
the  Committee prescribes.  The Committee may, at  its  sole
option,  deny  any  Holder's request to satisfy  withholding
obligations through Stock instead of cash.  In the event the
Committee  subsequently determines that the  aggregate  Fair
Market  Value (as determined above) of any shares  of  Stock
withheld  or  delivered as payment of  any  tax  withholding
obligation is insufficient to discharge that tax withholding
obligation,  then  the Holder shall pay to the  Corporation,
immediately upon the Committee's request, the amount of that
deficiency  in  the  form  of  payment  requested   by   the
Committee.

     5.10Limitation  on Aggregate Value of Shares  That  May
Become  First Exercisable During Any Calendar Year Under  an
Incentive  Option.   Except  as  is  otherwise  provided  in
Section  9.3,  with respect to any Incentive Option  granted
under  this Plan, the aggregate Fair Market Value of  shares
of  Stock  subject to an Incentive Option and the  aggregate
Fair  Market  Value  of  shares of Stock  or  stock  of  any
Subsidiary  (or  a  predecessor  of  the  Corporation  or  a
Subsidiary)  subject  to  any other incentive  stock  option
(within  the  meaning of Section 422 of  the  Code)  of  the
Corporation   or   its  Subsidiaries   (or   a   predecessor
corporation  of  any  such corporation)  that  first  become
purchasable by a Holder in any calendar year may  not  (with
respect  to  that  Holder) exceed $100,000,  or  such  other
amount as may be prescribed under Section 422 of the Code or
applicable  regulations or rulings from time  to  time.   As
used  in  the previous sentence, Fair Market Value shall  be
determined as of the Date of Grant of the Incentive  Option.
For purposes of this Section 5.10, "predecessor corporation"
means  (a)  a  corporation that was a party to a transaction
described in Section 424(a) of the Code (or which  would  be
so  described  if  a substitution or assumption  under  that
Section  had  been  effected) with the  Corporation,  (b)  a
corporation  which,  at  the time the  new  incentive  stock
option  (within the meaning of Section 422 of the  Code)  is
granted, is a Subsidiary of the Corporation or a predecessor
corporation  of any such corporations, or (c) a  predecessor
corporation  of any such corporations.   Failure  to  comply
with  this provision shall not impair the enforceability  or
exercisability  of any Option, but shall  cause  the  excess
amount  of shares to be reclassified in accordance with  the
Code.

     5.11No Fractional Shares.  The Corporation shall not in
any case be required to sell, issue, or deliver a fractional
share with respect to any Option. In lieu of the issuance of
any fractional share of Stock, the Corporation shall pay  to
the  Holder an amount in cash equal to the same fraction (as
the fractional Stock) of the Fair Market Value of a share of
Stock  determined as of the date of the applicable  Exercise
Notice.

     5.12Modification,  Extension, and Renewal  of  Options.
Subject  to  the  terms and conditions  of  and  within  the
limitations  of  the  Plan,  Rule  16b-3,  and  any  consent
required  by  the  last sentence of this Section  5.12,  the
Committee  may  (a)  modify, extend,  or  renew  outstanding
Options granted under the Plan, (b) accept the surrender  of
Options  outstanding hereunder (to the extent not previously
exercised)  and  authorize the granting of  new  Options  in
substitution  for  outstanding Options (to  the  extent  not
previously  exercised),  and  (c)  amend  the  terms  of  an
Incentive Option at any time to include provisions that have
the   effect   of  changing  the  Incentive  Option   to   a
Nonstatutory Option.  Nevertheless, without the  consent  of
the  Holder,  the  Committee may not modify any  outstanding
Options so as to specify a higher or lower Exercise Price or
accept the surrender

of  outstanding Incentive Options and authorize the granting
of  new Options in substitution therefor specifying a higher
or lower Exercise Price.  In addition, no modification of an
Option  granted hereunder shall, without the consent of  the
Holder, alter or impair any rights or obligations under  any
Option  theretofore granted to such Holder  under  the  Plan
except,  with  respect  to  Incentive  Options,  as  may  be
necessary to satisfy the requirements of Section 422 of  the
Code or as permitted in clause (c) of this Section 5.12.

     5.13Other  Agreement Provisions.  The Award  Agreements
relating  to  Options  shall  contain  such  provisions   in
addition  to  those required by the Plan (including  without
limitation restrictions or the removal of restrictions  upon
the exercise of the Option and the retention or transfer  of
shares   thereby  acquired)  as  the  Committee   may   deem
advisable.   Each Award Agreement shall identify the  Option
evidenced  thereby  as an Incentive Option  or  Nonstatutory
Option,  as  the  case may be, and no Award Agreement  shall
cover  both  an Incentive Option and a Nonstatutory  Option.
Each Award Agreement relating to an Incentive Option granted
hereunder  shall  contain such limitations and  restrictions
upon  the  exercise  of the Incentive  Option  to  which  it
relates  as shall be necessary for the Incentive  Option  to
which   such  Award  Agreement  relates  to  constitute   an
incentive  stock option, as defined in Section  422  of  the
Code.

SECTION 6.  STOCK APPRECIATION RIGHTS

     All  Stock Appreciation Rights granted under  the  Plan
shall comply with, and the related Award Agreements shall be
deemed  to  include  and  be  subject  to,  the  terms   and
conditions  set forth in this Section 6 (to the extent  each
term and condition applies to the form of Stock Appreciation
Right)  and  also  the  terms and conditions  set  forth  in
Sections 9 and 10; provided, however, that the Committee may
authorize an Award Agreement related to a Stock Appreciation
Right  that  expressly contains terms  and  provisions  that
differ  from the terms and provisions set forth in  Sections
9.2,  9.3,  and  9.4 and any of the terms and provisions  of
Section 10 (other than Sections 10.9 and 10.10).

     6.1Form  of Right.  A Stock Appreciation Right  may  be
granted to an Eligible Individual (a) in connection with  an
Option,  either at the time of grant or at any  time  during
the term of the Option, or (b) independent of an Option.

     6.2Rights  Related  to Options.  A  Stock  Appreciation
Right  granted  pursuant  to an  Option  shall  entitle  the
Holder,  upon  exercise, to surrender  that  Option  or  any
portion  thereof, to the extent unexercised, and to  receive
payment  of  an amount computed pursuant to Section  6.2(b).
That Option shall then cease to be exercisable to the extent
surrendered.    Stock   Appreciation   Rights   granted   in
connection with an Option shall be subject to the  terms  of
the Award Agreement governing the Option, which shall comply
with   the   following  provisions  in  addition  to   those
applicable to Options:

          (a)Exercise  and  Transfer.   Subject  to  Section
     10.9,  a Stock Appreciation Right granted in connection
     with  an Option shall be exercisable only at such  time
     or times and only to the extent that the related Option
     is  exercisable and shall not be transferable except to
     the extent that the related Option is transferable.

          (b)Value of Right.  Upon the exercise of  a  Stock
     Appreciation  Right  related to an Option,  the  Holder
     shall   be   entitled  to  receive  payment  from   the
     Corporation of an amount determined by multiplying:

                 (i)The  difference obtained by  subtracting
          the  Exercise Price of a share of Stock  specified
          in  the related Option from the Fair Market  Value
          of a share of Stock on the date of exercise of the
          Stock Appreciation Right, by

               (ii)The  number of shares as  to  which  that
          Stock Appreciation Right has been exercised.

     6.3Right  Without  Option.  A Stock Appreciation  Right
granted  independent of an Option shall  be  exercisable  as
determined  by  the  Committee and set forth  in  the  Award
Agreement  governing  the  Stock Appreciation  Right,  which
Award Agreement shall comply with the following provisions:

          (a)Number  of Shares.  Each Award Agreement  shall
     state the total number of shares of Stock to which  the
     Stock Appreciation Right relates.

          (b)Vesting.  Each Award Agreement shall state  the
     time  or  periods  in which the right to  exercise  the
     Stock  Appreciation  Right or a portion  thereof  shall
     vest  and  the number of shares of Stock for which  the
     right  to  exercise the Stock Appreciation Right  shall
     vest at each such time or period.

          (c)Expiration  of  Rights.  Each  Award  Agreement
     shall  state  the date at which the Stock  Appreciation
     Rights shall expire if not previously exercised.

          (d)Value of Right.  Each Stock Appreciation  Right
     shall  entitle  the Holder, upon exercise  thereof,  to
     receive payment of an amount determined by multiplying:

                 (i)The  difference obtained by  subtracting
          the  Fair Market Value of a share of Stock on  the
          Date of Grant of the Stock Appreciation Right from
          the  Fair Market Value of a share of Stock on  the
          date of exercise of that Stock Appreciation Right,
          by

               (ii)The  number  of shares as  to  which  the
          Stock Appreciation Right has been exercised.

     6.4Limitations  on  Rights.   Notwithstanding  Sections
6.2(b)  and  6.3(d),  the Committee  may  limit  the  amount
payable  upon exercise of a Stock Appreciation  Right.   Any
such  limitation must be determined as of the Date of  Grant
and  be noted on the Award Agreement evidencing the Holder's
Stock Appreciation Right.

     6.5Payment of Rights.  Payment of the amount determined
under  Section 6.2(b) or 6.3(d) and Section 6.4 may be made,
in  the sole discretion of the Committee unless specifically
provided  otherwise in the Award Agreement, solely in  whole
shares  of Stock valued at Fair Market Value on the date  of
exercise of the Stock Appreciation Right, solely in cash, or
in  a combination of cash and whole shares of Stock.  If the
Committee  decides to make full payment in shares  of  Stock
and  the  amount  payable  results in  a  fractional  share,
payment for the fractional share shall be made in cash.

     6.6Payment  of  Taxes.   The  Committee  may,  in   its
discretion,  require a Holder to pay to the Corporation  (or
the Corporation's Subsidiary if the Holder is an employee of
a  Subsidiary  of  the Corporation),  at  the  time  of  the
exercise  of  a Stock Appreciation Right or thereafter,  the
amount  that  the Committee deems necessary to  satisfy  the
Corporation's   or  its  Subsidiary's  current   or   future
obligation  to withhold federal, state, or local  income  or
other  taxes  that the Holder incurs by exercising  a  Stock
Appreciation  Right.  In connection with the exercise  of  a
Stock Appreciation Right requiring tax withholding, a Holder
may  (a) direct the Corporation to withhold from the  shares
of  Stock  to be issued to the Holder the number  of  shares
necessary   to  satisfy  the  Corporation's  obligation   to
withhold  taxes,  that determination  to  be  based  on  the
shares'  Fair  Market  Value as of  the  date  of  exercise;
(b)  deliver to the Corporation sufficient shares  of  Stock
(based  upon  the Fair Market Value as of the date  of  such
delivery)  to  satisfy  the  Corporation's  tax  withholding
obligations, which tax withholding obligation  is  based  on
the shares' Fair Market Value as of the later of the date of
exercise or the date as of which the shares of Stock  issued
in  connection with such exercise become includible  in  the
income of the Holder; or (c) deliver sufficient cash to  the
Corporation  to  satisfy  its tax  withholding  obligations.
Holders who elect to have Stock withheld pursuant to (a)  or
(b)  above  must make the election at the time  and  in  the
manner that the Committee prescribes.  The Committee may, in
its  sole  discretion, deny any Holder's request to  satisfy
withholding obligations through Stock instead of  cash.   In
the event the Committee

subsequently determines that the aggregate Fair Market Value
(as  determined  above) of any shares of Stock  withheld  or
delivered  as  payment of any tax withholding obligation  is
insufficient  to discharge that tax withholding  obligation,
then  the  Holder shall pay to the Corporation,  immediately
upon  the Committee's request, the amount of that deficiency
in the form of payment requested by the Commission.

     6.7Other  Agreement Provisions.  The  Award  Agreements
relating  to  Stock Appreciation Rights shall  contain  such
provisions  in  addition  to  those  required  by  the  Plan
(including without limitation restrictions or the removal of
restrictions  upon  the exercise of the  Stock  Appreciation
Right  and  the  retention  or transfer  of  shares  thereby
acquired) as the Committee may deem advisable.

SECTION 7.  RESTRICTED STOCK AWARDS

     All  Restricted  Stock Awards granted  under  the  Plan
shall  comply with and be subject to, and the related  Award
Agreements  shall  be  deemed  to  include,  the  terms  and
conditions set forth in this Section 7 and also to the terms
and  conditions  set forth in Sections 9 and  10;  provided,
however, that the Committee may authorize an Award Agreement
related  to a Restricted Stock Award that expressly contains
terms  and  provisions  that  differ  from  the  terms   and
provisions set forth in Sections 9.2, 9.3, and 9.4  and  the
terms  and  provisions set forth in Section 10  (other  than
Sections 10.9 and 10.10).
     
     7.1Restrictions.  All shares of Restricted Stock Awards
granted or sold pursuant to the Plan shall be subject to the
following conditions:

          (a)Transferability.  The shares may not  be  sold,
     transferred,  or  otherwise alienated  or  hypothecated
     until the restrictions are removed or expire.

          (b)Conditions    to   Removal   of   Restrictions.
     Conditions to removal or expiration of the restrictions
     may  include,  but are not required to be  limited  to,
     continuing   employment  or  service  as  a   director,
     officer,  or Key Employee or achievement of performance
     objectives described in the Award Agreement.

          (c)Legend.     Each    certificate    representing
     Restricted  Stock Awards granted pursuant to  the  Plan
     shall bear a legend making appropriate reference to the
     restrictions imposed.

          (d)Possession.   The  Committee  may  require  the
     Corporation   to   retain  physical  custody   of   the
     certificates   representing  Restricted  Stock   Awards
     during  the  restriction period  and  may  require  the
     Holder  of the Award to execute stock powers  in  blank
     for  those certificates and deliver those stock  powers
     to  the  Corporation, or the Committee may require  the
     Holder to enter into an escrow agreement providing that
     the  certificates representing Restricted Stock  Awards
     granted  or sold pursuant to the Plan shall  remain  in
     the  physical  custody of an escrow  holder  until  all
     restrictions are removed or expire.

          (e)Other  Conditions.   The Committee  may  impose
     other  conditions  on any shares  granted  or  sold  as
     Restricted Stock Awards pursuant to the Plan as it  may
     deem    advisable,    including   without    limitation
     (i)  restrictions under the Securities Act or  Exchange
     Act,  (ii) the requirements of any securities  exchange
     upon  which the shares or shares of the same class  are
     then  listed,  and  (iii)  any  state  securities   law
     applicable to the shares.

     7.2Expiration   of   Restrictions.   The   restrictions
imposed  in  Section  7.1 on Restricted Stock  Awards  shall
lapse  as determined by the Committee and set forth  in  the
applicable  Award  Agreement,  and  the  Corporation   shall
promptly deliver to the Holder of the Restricted Stock Award
a  certificate representing the number of shares  for  which
restrictions  have  lapsed, free of any  restrictive  legend
relating to the lapsed restrictions.  Each Restricted  Stock
Award  may have a different restriction period as determined
by the Committee in its sole discretion.  The Committee may,
in  its  discretion,  prospectively reduce  the  restriction
period applicable to a particular Restricted Stock Award.

     7.3Rights as Shareholder.  Subject to the provisions of
Sections   7.1  and  10.10,  the  Committee  may,   in   its
discretion, determine what rights, if any, the Holder  shall
have with respect to the Restricted Stock Awards granted  or
sold, including the right to vote the shares and receive all
dividends and other distributions paid or made with  respect
thereto.

     7.4Payment  of  Taxes.   The  Committee  may,  in   its
discretion,  require a Holder to pay to the Corporation  (or
the Corporation's Subsidiary if the Holder is an employee of
a  Subsidiary  of  the  Corporation)  the  amount  that  the
Committee  deems  necessary to satisfy the Corporation's  or
its  Subsidiary's current or future obligation  to  withhold
federal,  state,  or local income or other  taxes  that  the
Holder incurs by reason of the Restricted Stock Award.   The
Holder  may (a) direct the Corporation to withhold from  the
shares  of  Stock to be issued to the Holder the  number  of
shares necessary to satisfy the Corporation's obligation  to
withhold  taxes,  that determination  to  be  based  on  the
shares'  Fair  Market  Value as of the  date  on  which  tax
withholding  is  to be made; (b) deliver to the  Corporation
sufficient shares of Stock (based upon the Fair Market Value
as   of   the   date  of  such  delivery)  to  satisfy   the
Corporation's   tax  withholding  obligations,   which   tax
withholding  obligation is based on the shares' Fair  Market
Value as of the later of the date of issuance or the date as
of which the shares of Stock issued become includible in the
income of the Holder; or (c) deliver sufficient cash to  the
Corporation  to  satisfy  its tax  withholding  obligations.
Holders who elect to have Stock withheld pursuant to (a)  or
(b)  above  must make the election at the time  and  in  the
manner that the Committee prescribes.  The Committee may, in
its  sole  discretion, deny any Holder's request to  satisfy
withholding obligations through Stock instead of  cash.   In
the  event  the Committee subsequently determines  that  the
aggregate  Fair Market Value (as determined  above)  of  any
shares of Stock withheld or delivered as payment of any  tax
withholding obligation is insufficient to discharge that tax
withholding  obligation, then the Holder shall  pay  to  the
Corporation,  immediately upon the Committee's request,  the
amount of that deficiency.

     7.5Other  Agreement Provisions.  The  Award  Agreements
relating  to  Restricted  Stock Awards  shall  contain  such
provisions in addition to those required by the Plan as  the
Committee may deem advisable.

SECTION 8.  AWARDS TO NON-EMPLOYEE DIRECTORS

     8.1Awards  to  Committee Members.  The  full  Board  of
Directors shall determine the number of Awards to be granted
to  members  of  the Committee, the Exercise Price  and  the
vesting schedule thereof.

     8.2Eligibility  for  Awards.   Non-Employee   Directors
shall be eligible to receive any Awards under the Plan other
than an Award of an Incentive Option.

SECTION 9.  ADJUSTMENT PROVISIONS

     9.1Adjustment  of  Awards and  Authorized  Stock.   The
terms  of  an  Award  and  the number  of  shares  of  Stock
authorized  pursuant  to  Section  2.1  and  Section  8  for
issuance under the Plan shall be subject to adjustment  from
time to time, in accordance with the following provisions:

          (a) If  at  any  time, or from time to  time,  the
     Corporation   shall   subdivide   as   a   whole    (by
     reclassification, by a Stock split, by the issuance  of
     a distribution on Stock payable in Stock, or otherwise)
     the  number of shares of Stock then outstanding into  a
     greater number of shares of Stock, then (i) the maximum
     number  of  shares of Stock available for the  Plan  as
     provided    in   Section   2.1   shall   be   increased
     proportionately,  and  the  kind  of  shares  or  other
     securities   available   for   the   Plan   shall    be
     appropriately adjusted, (ii) the number  of  shares  of
     Stock (or other kind of shares or securities) that  may
     be   acquired  under  any  Award  shall  be   increased
     proportionately,   and  (iii)  the   price   (including
     Exercise Price) for each share of Stock (or other  kind
     of  shares  or securities) subject to then  outstanding
     Awards   shall  be  reduced  proportionately,   without
     changing  the aggregate purchase price or value  as  to
     which  outstanding Awards remain exercisable or subject
     to restrictions.

          (b) If  at  any  time, or from time to  time,  the
     Corporation   shall  consolidate   as   a   whole   (by
     reclassification,  reverse Stock split,  or  otherwise)
     the  number of shares of Stock then outstanding into  a
     lesser  number of shares of Stock, then (i) the maximum
     number  of  shares of Stock available for the  Plan  as
     provided    in   Section   2.1   shall   be   decreased
     proportionately,  and  the  kind  of  shares  or  other
     securities   available   for   the   Plan   shall    be
     appropriately adjusted, (ii) the number  of  shares  of
     Stock (or other kind of shares or securities) that  may
     be   acquired  under  any  Award  shall  be   decreased
     proportionately,   and  (iii)  the   price   (including
     Exercise Price) for each share of Stock (or other  kind
     of  shares  or securities) subject to then  outstanding
     Awards  shall  be  increased  proportionately,  without
     changing  the aggregate purchase price or value  as  to
     which  outstanding Awards remain exercisable or subject
     to restrictions.

          (c) Whenever the number of shares of Stock subject
     to  outstanding Awards and the price for each share  of
     Stock subject to outstanding Awards are required to  be
     adjusted as provided in this Section 9.1, the Committee
     shall  promptly  prepare  a notice  setting  forth,  in
     reasonable detail, the event requiring adjustment,  the
     amount  of  the  adjustment, the method by  which  such
     adjustment was calculated, and the change in price  and
     the  number of shares of Stock, other securities, cash,
     or  property  purchasable subject to each  Award  after
     giving effect to the adjustments.  The Committee  shall
     promptly give each Holder such a notice.

          (d) Adjustments under Sections 9(a) and (b)  shall
     be  made by the Committee, and its determination as  to
     what  adjustments shall be made and the extent  thereof
     shall be final, binding, and conclusive.  No fractional
     interest  shall be issued under the Plan on account  of
     any such adjustments.

     9.2Changes in Control.  Any Award Agreement may provide
that,  upon  the occurrence of a Change in Control,  one  or
more  of  the following apply: (a) each Holder of an  Option
shall    immediately   be   granted   corresponding    Stock
Appreciation  Rights; (b) all outstanding Stock Appreciation
Rights and Options shall immediately become fully vested and
exercisable  in full, including that portion  of  any  Stock
Appreciation Right or Option that pursuant to the terms  and
provisions  of the applicable Award Agreement  had  not  yet
become  exercisable (the total number of shares of Stock  as
to which a Stock Appreciation Right or Option is exercisable
upon  the  occurrence of a Change in Control is referred  to
herein  as  the  "Total Shares"); and  (c)  the  restriction
period  of  any Restricted Stock Award shall immediately  be
accelerated  and  the restrictions shall expire.   An  Award
Agreement does not have to provide for any of the foregoing.
If a Change in Control involves a Restructuring or occurs in
connection with a series of related transactions involving a
Restructuring and if such Restructuring is in the form of  a
Non-Surviving  Event  and as a part  of  such  Restructuring
shares  of stock, other securities, cash, or property  shall
be  issuable or deliverable in exchange for Stock, then  the
Holder  of an Award shall be entitled to purchase or receive
(in lieu of the Total Shares that the Holder would otherwise
be  entitled to purchase or receive), as appropriate for the
form  of  Award,  the  number  of  shares  of  Stock,  other
securities, cash, or property to which that number of  Total
Shares  would  have  been entitled in connection  with  such
Restructuring  (and, for Options, at an  aggregate  exercise
price  equal  to  the Exercise Price that  would  have  been
payable if that number of Total Shares had been purchased on
the   exercise   of  the  Option  immediately   before   the
consummation of the Restructuring).  Nothing in this Section
9.2  shall impose on a Holder the obligation to exercise any
Award  immediately before or upon the Change in Control,  or
cause  a  Holder to forfeit the right to exercise the  Award
during  the  remainder of the original  term  of  the  Award
because  of  a  Change  in Control;  provided,  however,  in
connection with any Non-Surviving Event, the relevant merger
agreement, purchase agreement or similar agreement  pursuant
to  which such transaction occurs may contain provisions  by
which all outstanding Awards may, without the consent of the
Holders thereof, be converted into the right to receive,  in
cash, an amount that would fairly reflect the value of  such
Award giving due consideration to (i) the Exercise Price  of
any  Award in the form of an Option or the value to be given
by  the Holder with respect to any other Award and (ii)  the
consideration  payable  pursuant  to  the  transaction  with
respect to a share of outstanding Stock.

     9.3Restructuring  Without Change in  Control.   In  the
event a Restructuring shall occur at any time while there is
any  outstanding Award hereunder and the Restructuring  does
not occur in connection with a Change in Control or a series
of related transactions involving a Change in Control, then:

          (a) no  outstanding  Option or Stock  Appreciation
     Right   shall  immediately  become  fully  vested   and
     exercisable in full merely because of the occurrence of
     the Restructuring;

          (b) no Holder of an Option shall automatically  be
     granted corresponding Stock Appreciation Rights;

          (c) the restriction period of any Restricted Stock
     Award  shall  not  immediately be accelerated  and  the
     restrictions expire merely because of the occurrence of
     the Restructuring; and

          (d) at  the option of the Committee, the Committee
     may   (but   shall  not  be  required  to)  cause   the
     Corporation  to take any one or more of  the  following
     actions:

                  (i)accelerate in whole or in part the time
          of  the  vesting and exercisability of any one  or
          more  of the outstanding Stock Appreciation Rights
          and  Options  so  as to provide that  those  Stock
          Appreciation   Rights   and   Options   shall   be
          exercisable   before,   upon,   or    after    the
          consummation of the Restructuring;

                  (ii)grant   each  Holder  of   an   Option
          corresponding Stock Appreciation Rights;
               
               (iii) accelerate  in whole  or  in  part  the
          expiration  of some or all of the restrictions  on
          any Restricted Stock Award;

               (iv)if the Restructuring is in the form of  a
          Non-Surviving Event, cause the surviving entity to
          assume in whole or in part any one or more of  the
          outstanding Awards upon such terms and  provisions
          as the Committee deems desirable; or

                 (v)  redeem in whole or in part any one  or
          more  of  the outstanding Awards (whether  or  not
          then  exercisable)  in  consideration  of  a  cash
          payment,  as such payment may be reduced  for  tax
          withholding   obligations   as   contemplated   in
          Sections  5.9, 6.6, or 7.4, as applicable,  in  an
          amount equal to:

                    (A)for  Options  and Stock  Appreciation
               Rights  granted in connection  with  Options,
               the  excess  of  (1) the Fair  Market  Value,
               determined   as   of  the  date   immediately
               preceding    the    consummation    of    the
               Restructuring,  of  the aggregate  number  of
               shares  of Stock subject to the Award and  as
               to which the Award is being redeemed over (2)
               the  Exercise Price for that number of shares
               of Stock;

                    (B)for  Stock  Appreciation  Rights  not
               granted  in  connection with an  Option,  the
               excess   of   (1)  the  Fair  Market   Value,
               determined   as   of  the  date   immediately
               preceding    the    consummation    of    the
               Restructuring,  of  the aggregate  number  of
               shares  of Stock subject to the Award and  as
               to which the Award is being redeemed over (2)
               the  Fair  Market  Value of  that  number  of
               shares of Stock on the Date of Grant; and

                    (C)for Restricted Stock Awards, the Fair
               Market  Value,  determined  as  of  the  date
               immediately preceding the consummation of the
               Restructuring,  of  the aggregate  number  of
               shares  of Stock subject to the Award and  as
               to which the Award is being redeemed.

The  Corporation shall promptly notify each  Holder  of  any
election  or  action  taken by the  Corporation  under  this
Section  9.3.  In the event of any election or action  taken
by  the  Corporation  pursuant  to  this  Section  9.3  that
requires   the  amendment  or  cancellation  of  any   Award
Agreement  as may be specified in any notice to  the  Holder
thereof,  that  Holder  shall promptly  deliver  that  Award
Agreement to the Corporation in order for that amendment  or
cancellation  to be implemented by the Corporation  and  the
Committee.   The failure of the Holder to deliver  any  such
Award  Agreement  to  the Corporation  as  provided  in  the
preceding  sentence  shall  not in  any  manner  affect  the
validity  or  enforceability of  any  action  taken  by  the
Corporation  and  the  Committee  under  this  Section  9.3,
including without limitation any redemption of an  Award  as
of the consummation of a Restructuring.  Any cash payment to
be  made by the Corporation pursuant to this Section 9.3  in
connection  with  the redemption of any  outstanding  Awards
shall  be  paid  to  the Holder thereof currently  with  the
delivery   to   the  Corporation  of  the  Award   Agreement
evidencing  that  Award; provided, however,  that  any  such
redemption shall be effective upon the consummation  of  the
Restructuring  notwithstanding  that  the  payment  of   the
redemption  price may occur subsequent to the  consummation.
If  all  or  any portion of an outstanding Award  is  to  be
exercised or accelerated upon or after the consummation of a
Restructuring  that  does not occur  in  connection  with  a
Change  in  Control  and is in the form of  a  Non-Surviving
Event,  and as a part of that Restructuring shares of stock,
other  securities, cash, or property shall  be  issuable  or
deliverable  in exchange for Stock, then the Holder  of  the
Award  shall thereafter be entitled to purchase  or  receive
(in  lieu  of the number of shares of Stock that the  Holder
would  otherwise  be entitled to purchase  or  receive)  the
number  of  shares  of  Stock, other  securities,  cash,  or
property to which such number of shares of Stock would  have
been entitled in connection with the Restructuring (and, for
Options, upon payment of the aggregate exercise price  equal
to  the Exercise Price that would have been payable if  that
number of Total Shares had been purchased on the exercise of
the  Option  immediately  before  the  consummation  of  the
Restructuring)   and  such  Award  shall   be   subject   to
adjustments  that shall be as nearly equivalent  as  may  be
practical to the adjustments provided for in this Section 9.

     9.4Notice  of  Restructuring.   The  Corporation  shall
attempt  to  keep all Holders informed with respect  to  any
Restructuring or of any potential Restructuring to the  same
extent  that the Corporation's shareholders are informed  by
the Corporation of any such event or potential event.

SECTION 10.  ADDITIONAL PROVISIONS

     10.1Termination  of Employment.   If  a  Holder  is  an
Eligible Individual because the Holder is an Employee and if
that  employment relationship is terminated for  any  reason
other  than  (a)  that Holder's death or (b)  that  Holder's
Disability (hereafter defined), then any and all Awards held
by  such Holder in such Holder's capacity as an Employee  as
of  the date of the termination that are not yet exercisable
(or  for  which restrictions have not lapsed)  shall  become
null  and void as of the date of such termination; provided,
however,  that the portion, if any, of such Awards that  are
exercisable  as  of  the  date  of  termination   shall   be
exercisable for a period of the lesser of (a) the  remainder
of  the  term of the Award or (b) the date which is 30  days
following the date of termination.  Any portion of an  Award
not  exercised  upon the expiration of  the  lesser  of  the
periods  specified above shall be null and void  unless  the
Holder dies during such period, in which case the provisions
of Section 10.3 shall govern.

     10.2Other  Loss of Eligibility - Non-Employees.   If  a
Holder  is  an  Eligible Individual because  the  Holder  is
serving in a capacity other than as an Employee and if  that
capacity  is  terminated  for  any  reason  other  than  the
Holder's death or Disability, then that portion, if any,  of
any  and  all  Awards held by the Holder that  were  granted
because  of that capacity which are not yet exercisable  (or
for  which restrictions have not lapsed) as of the  date  of
the termination shall become null and void as of the date of
the termination; provided, however, that the

portion,  if any, of any and all Awards held by  the  Holder
that  are then exercisable as of the date of the termination
shall  be exercisable for a period of the lesser of (a)  the
remainder  of the term of the Award or (b) 30 days following
the  date  such capacity is terminated.  If a Holder  is  an
Eligible  Individual  because the Holder  is  serving  in  a
capacity  other than as an Employee and if that capacity  is
terminated  by  reason of the Holder's death or  Disability,
then the portion, if any, of any and all Awards held by  the
Holder   that  are  not  yet  exercisable  (or   for   which
restrictions have not lapsed) as of the date of  termination
for  death or Disability shall become exercisable  (and  the
restrictions  thereon, if any, shall  lapse)  and  all  such
Awards  held  by  that Holder as of the date of  termination
that are exercisable (either as a result of this sentence or
otherwise)  shall be exercisable for a period of the  lesser
of  (a)  the remainder of the term of the Award or  (b)  the
date  which  is  30 days following the date of  termination.
Any portion of an Award not exercised upon the expiration of
the  periods  specified in (a) or (b) of the  preceding  two
sentences shall be null and void upon the expiration of such
period, as applicable.

     10.3Death.   Upon the death of a Holder,  any  and  all
Awards held by the Holder that are not then exercisable  (or
for   which  restrictions  have  not  lapsed)  shall  become
immediately   exercisable  (and   any   restrictions   shall
immediately  lapse) and such Awards shall be exercisable  by
that  Holder's  legal representatives, heirs,  legatees,  or
distributees for a period of 90 days following the  date  of
the  Holder's death unless the Award Agreement  specifies  a
longer  period  of  time.   Any  portion  of  an  Award  not
exercised upon the expiration of such period shall  be  null
and  void.   Except as expressly provided  in  this  Section
10.3,  no Award held by a Holder shall be exercisable  after
the death of that Holder.

     10.4Disability.  If a Holder is an Eligible  Individual
because  the  Holder is an Employee and if  that  employment
relationship  is  terminated  by  reason  of  the   Holder's
Disability, then the portion, if any, of any and all  Awards
held  by  the Holder that are not then exercisable  (or  for
which restrictions have not lapsed) shall become immediately
exercisable  (and any restrictions shall immediately  lapse)
and  such  Awards  shall be exercisable by the  Holder,  his
guardian or his legal representative for a period of 90 days
following  the date of such termination except as  otherwise
provided below.  Any portion of an Award not exercised  upon
the  expiration of such period shall be null and void unless
the  Holder  dies  during such period, in  which  event  the
provisions of Section 10.3 shall govern.  "Disability" shall
have the meaning given it in the employment agreement of the
Holder;  provided,  however,  that  if  the  Holder  has  no
employment agreement defining such term, "Disability"  shall
mean,  as  determined by the Board of Directors in the  sole
discretion  exercised  in  good  faith  of  the   Board   of
Directors,  a  physical or mental impairment  of  sufficient
severity  that  either  the Holder  is  unable  to  continue
performing the duties he performed before such impairment or
the  Holder's condition entitles him to disability  benefits
under  any  insurance  or  employee  benefit  plan  of   the
Corporation  or  its  Subsidiaries and  that  impairment  or
condition  is  cited by the Corporation as  the  reason  for
termination of the Holder's employment.  Notwithstanding the
foregoing,  in  the  event  the Holder  is  permanently  and
totally  disabled  so that he is unable  to  engage  in  any
substantial  gainful  activity by reason  of  any  medically
determinable  physical  or mental impairment  which  can  be
expected  to result in death or which has lasted or  can  be
expected to last for a continuous period of not less than 12
months,  and  the  Holder furnishes proof of  the  existence
thereof  in such form and manner, and at such time,  as  the
Internal Revenue Service may require, then the Holder  shall
have  one year from the date of termination within which  to
exercise such Awards.

     10.5Leave  of Absence.  With respect to an  Award,  the
Committee  may, in its sole discretion, determine  that  any
Holder  who  is on leave of absence for any reason  will  be
considered  to still be in the employ of the Corporation  or
any  of  its  Subsidiaries, as applicable, for  any  or  all
purposes of the Plan and the Award Agreement of such Holder.

     10.6Transferability  of Awards.  In  addition  to  such
other  terms  and  conditions  as  may  be  included  in   a
particular  Award  Agreement, an  Award  requiring  exercise
shall be exercisable during a Holder's lifetime only by that
Holder or by that Holder's guardian or legal representative.
An  Award requiring exercise shall not be transferable other
than (i) by will or the laws of descent and distribution, or
(ii) in accordance with the terms of the Award Agreement.

     10.7Forfeiture  and  Restrictions  on  Transfer.   Each
Award  Agreement  may  contain  or  otherwise  provide   for
conditions  giving  rise  to the  forfeiture  of  the  Stock
acquired  pursuant  to an Award or otherwise  and  may  also
provide  for  those  restrictions on the transferability  of
shares  of  the  Stock  acquired pursuant  to  an  Award  or
otherwise  that  the  Committee in  its  sole  and  absolute
discretion  may  deem proper or advisable.   The  conditions
giving  rise  to  forfeiture may include, but  need  not  be
limited   to,   the  requirement  that  the  Holder   render
substantial  services to the Corporation or its Subsidiaries
for  a  specified  period  of  time.   The  restrictions  on
transferability  may include, but need not  be  limited  to,
options  and  rights  of  first  refusal  in  favor  of  the
Corporation and shareholders of the Corporation  other  than
the  Holder  of such shares of Stock who is a party  to  the
particular  Award Agreement or a subsequent  Holder  of  the
shares of Stock who is bound by that Award Agreement.

     10.8Delivery  of  Certificates of  Stock.   Subject  to
Section  10.9,  the  Corporation shall  promptly  issue  and
deliver  a certificate representing the number of shares  of
Stock as to which (a) an Option has been exercised after the
Corporation receives an Exercise Notice and upon receipt  by
the   Corporation  of  the  Exercise  Price  and   any   tax
withholding  as  may be requested, (b) a Stock  Appreciation
Right  has  been  exercised  (to the  extent  the  Committee
determines to pay such Stock Appreciation Right in shares of
Stock  pursuant  to  Section 6.5) and upon  receipt  by  the
Corporation of any tax withholding as may be requested,  and
(c)  restrictions have lapsed with respect to  a  Restricted
Stock  Award and upon receipt by the Corporation of any  tax
withholding as may be requested.  The value of the shares of
Stock  or  cash transferable because of an Award  under  the
Plan  shall  not bear any interest owing to the  passage  of
time,  except  as  may  be otherwise provided  in  an  Award
Agreement.   If a Holder is entitled to receive certificates
representing Stock received for more than one form of  Award
under  the Plan, separate Stock certificates shall be issued
with respect to Incentive Options and Nonstatutory Options.

     10.9Conditions to Delivery of Stock.  Nothing herein or
in  any Award granted hereunder or any Award Agreement shall
require the Corporation to issue any shares with respect  to
any  Award if that issuance would, in the opinion of counsel
for   the  Corporation,  constitute  a  violation   of   the
Securities  Act  or  any similar or superseding  statute  or
statutes, any other applicable statute or regulation, or the
rules  of  any applicable securities exchange or  securities
association, as then in effect.  At the time of any exercise
of  an Option or Stock Appreciation Right, or at the time of
any  grant of a Restricted Stock Award, the Corporation may,
as  a condition precedent to the exercise of such Option  or
Stock  Appreciation Right or vesting of any Restricted Stock
Award, require from the Holder of the Award (or in the event
of his death, his legal representatives, heirs, legatees, or
distributees)   such   written  representations,   if   any,
concerning  the  Holder's  intentions  with  regard  to  the
retention  or  disposition  of the  shares  of  Stock  being
acquired  pursuant  to the Award and such written  covenants
and agreements, if any, as to the manner of disposal of such
shares as, in the opinion of counsel to the Corporation, may
be  necessary to ensure that any disposition by that  Holder
(or   in  the  event  of  the  Holder's  death,  his   legal
representatives, heirs, legatees, or distributees) will  not
involve a violation of the Securities Act or any similar  or
superseding statute or statutes, any other applicable  state
or  federal  statute  or regulation,  or  any  rule  of  any
applicable securities exchange or securities association, as
then in effect.

     10.10Certain Directors and Officers.  With  respect  to
Holders who are directors or officers of the Corporation  or
any of its Subsidiaries and who are subject to Section 16(b)
of  the  Exchange Act, Awards and all rights under the  Plan
shall  be exercisable during the Holder's lifetime  only  by
the Holder or the Holder's guardian or legal representative,
but  not for at least six months after grant, unless (a) the
Board  of Directors expressly authorizes that an Award shall
be exercisable before the expiration of the six-month period
or  (b)  the death or Disability of the Holder occurs before
the  expiration  of the six-month period.  In  addition,  no
such   officer   or  director  shall  exercise   any   Stock
Appreciation Right or have shares of Stock withheld  to  pay
tax  withholding obligations within the first six months  of
the  term of an Award.  Any election by any such officer  or
director  to  have tax withholding obligations satisfied  by
the  withholding of shares of Stock shall be irrevocable and
shall  be  communicated to the Committee during  the  period
beginning on the third day following the date of release  of
quarterly or annual summary statements of sales and earnings
and  ending on the twelfth business day following such  date
(the   "Window  Period")  or  by  an  irrevocable   election
communicated to the Committee at least six months before the
date of exercise of the Award for which such withholding  is
desired.  Any election by an officer or director to  receive
cash  in  full or partial settlement of a Stock Appreciation
Right, as well as any exercise by such individual of a Stock
Appreciation  Right for cash, in either case to  the  extent
permitted  under the applicable Award Agreement or otherwise
permitted by the Committee, shall be made during the  Window
Period or within any other periods that the Committee  shall
specify from time to time.

     10.11Securities Act Legend.  Certificates for shares of
Stock,  when  issued,  may  have the  following  legend,  or
statements  of  other  applicable  restrictions  (including,
without limitation, restrictions required under any federal,
state  or  foreign law), endorsed thereon  and  may  not  be
immediately transferable:

     THE   SHARES   OF   STOCK  REPRESENTED   BY   THIS
     CERTIFICATE  HAVE  NOT BEEN REGISTERED  UNDER  THE
     SECURITIES ACT OF 1933, AS AMENDED, OR  ANY  STATE
     SECURITIES  LAWS.  THE SHARES MAY NOT  BE  OFFERED
     FOR SALE, SOLD, PLEDGED, TRANSFERRED, OR OTHERWISE
     DISPOSED  OF  UNTIL  THE  HOLDER  HEREOF  PROVIDES
     EVIDENCE SATISFACTORY TO THE ISSUER (WHICH, IN THE
     DISCRETION  OF THE ISSUER, MAY INCLUDE AN  OPINION
     OF  COUNSEL SATISFACTORY TO THE ISSUER) THAT  SUCH
     OFFER,   SALE,   PLEDGE,   TRANSFER,   OR    OTHER
     DISPOSITION WILL NOT VIOLATE APPLICABLE FEDERAL OR
     STATE LAWS.

This legend shall not be required for shares of Stock issued
pursuant  to an effective registration statement  under  the
Securities Act.

     10.12Legend   for  Restrictions  on   Transfer.    Each
certificate representing shares issued to a Holder  pursuant
to an Award granted under the Plan shall, if such shares are
subject  to any transfer restriction, including a  right  of
first  refusal,  provided for under this Plan  or  an  Award
Agreement,  bear a legend that complies with applicable  law
with   respect   to   the  restrictions  on  transferability
contained in this Section 10.12, such as:

     THE   SHARES   OF   STOCK  REPRESENTED   BY   THIS
     CERTIFICATE   ARE   SUBJECT  TO  RESTRICTIONS   ON
     TRANSFERABILITY IMPOSED BY THAT CERTAIN INSTRUMENT
     ENTITLED  "EZCORP,  INC. 1998 INCENTIVE  PLAN"  AS
     ADOPTED  BY  THE  CORPORATION,  AND  AN  AGREEMENT
     THEREUNDER BETWEEN THE CORPORATION AND THE INITIAL
     HOLDER THEREOF DATED OCTOBER 26, 1998, AND MAY NOT
     BE  TRANSFERRED,  SOLD, OR OTHERWISE  DISPOSED  OF
     EXCEPT AS THEREIN PROVIDED.  THE CORPORATION  WILL
     FURNISH A COPY OF SUCH INSTRUMENT AND AGREEMENT TO
     THE  RECORD  HOLDER  OF THIS  CERTIFICATE  WITHOUT
     CHARGE  ON  REQUEST  TO  THE  CORPORATION  AT  ITS
     PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE.

     10.13Rights as a Shareholder.  A Holder shall  have  no
right as a shareholder with respect to any shares covered by
his  Award until a certificate representing those shares  is
issued  in  his  name.   No adjustment  shall  be  made  for
dividends  (ordinary or extraordinary, whether  in  cash  or
other  property) or distributions or other rights for  which
the  record  date  is  before the date that  certificate  is
issued,   except  as  contemplated  by  Section  9   hereof.
Nevertheless,  dividends,  dividend  equivalent  rights  and
voting rights may be extended to and made part of any  Award
denominated  in  Stock or units of Stock,  subject  to  such
terms,  conditions  and restrictions as  the  Committee  may
establish.   The  Committee  may also  establish  rules  and
procedures  for the crediting of interest on  deferred  cash
payments  and  dividend  equivalents  for  deferred  payment
denominated in Stock or units of Stock.

     10.14Furnish Information.  Each Holder shall furnish to
the Corporation all information requested by the Corporation
to   enable  it  to  comply  with  any  reporting  or  other
requirement  imposed upon the Corporation by  or  under  any
applicable statute or regulation.

     10.15Obligation to Exercise. The granting of  an  Award
hereunder  shall  impose no obligation upon  the  Holder  to
exercise the same or any part thereof.

     10.16Adjustments  to Awards.  Subject  to  the  general
limitations set forth in Sections 5, 6, and 9, the Committee
may make any adjustment in the Exercise Price of, the number
of  shares subject to, or the terms of a Nonstatutory Option
or  Stock  Appreciation  Right by canceling  an  outstanding
Nonstatutory   Option  or  Stock  Appreciation   Right   and
regranting  a  Nonstatutory  Option  or  Stock  Appreciation
Right.    Such   adjustment  shall  be  made  by   amending,
substituting,  or  regranting  an  outstanding  Nonstatutory
Option   or   Stock  Appreciation  Right.   Such  amendment,
substitution, or regrant may result in terms and  conditions
that  differ  from the terms and conditions of the  original
Nonstatutory  Option  or  Stock  Appreciation  Right.    The
Committee may not, however, impair the rights of any  Holder
of   previously  granted  Nonstatutory  Options   or   Stock
Appreciation Rights without that Holder's consent.  If  such
action  is  effected by amendment, such amendment  shall  be
deemed  effective  as of the Date of Grant  of  the  amended
Award.

     10.17Remedies.   The Corporation shall be  entitled  to
recover from a Holder reasonable attorneys' fees incurred in
connection  with the enforcement of the terms and provisions
of  the Plan and any Award Agreement whether by an action to
enforce  specific performance or for damages for its  breach
or otherwise.

     10.18Information     Confidential.      As      partial
consideration for the granting of each Award hereunder,  the
Holder  shall agree with the Corporation that he  will  keep
confidential  all  information and  knowledge  that  he  has
relating  to  the manner and amount of his participation  in
the  Plan; provided, however, that such information  may  be
disclosed  as required by law and may be given in confidence
to  the Holder's spouse, tax or financial advisors, or to  a
financial institution to the extent that such information is
necessary to secure a loan.  In the event any breach of this
promise  comes to the attention of the Committee,  it  shall
take  into consideration that breach in determining  whether
to  recommend the grant of any future Award to that  Holder,
as  a factor mitigating against the advisability of granting
any such future Award to that Person.

     10.19Consideration.   No Option or  Stock  Appreciation
Right  shall  be  exercisable  and  no  restriction  on  any
Restricted Stock Award shall lapse with respect to a  Holder
unless and until the Holder thereof shall have paid cash  or
property  to, or performed services for, the Corporation  or
any of its Subsidiaries that the Committee believes is equal
to  or  greater  in value than the par value  of  the  Stock
subject to such Award.

SECTION 11.  DURATION AND AMENDMENT OF PLAN

     11.1Duration.  No Awards may be granted hereunder after
the  date that is ten years from the earlier of (a) the date
the  Plan  is adopted by the Board of Directors or  (b)  the
date  the  Plan  is  approved by  the  shareholders  of  the
Corporation.

     11.2Amendment.  The Board of Directors may, insofar  as
permitted by law, with respect to any shares which,  at  the
time, are not subject to Awards, suspend or discontinue  the
Plan or revise or amend it in any respect whatsoever and may
amend  any  provision of the Plan or any Award Agreement  to
make  the Plan or the Award Agreement, or both, comply  with
Section  16(b)  of the Exchange Act and the exemptions  from
that  Section in the regulations thereunder.  The  Board  of
Directors may also amend, modify, suspend, or terminate  the
Plan for the purpose of meeting or addressing any changes in
other  legal  requirements applicable to the Corporation  or
the  Plan  or for any other purpose permitted by  law.   The
Plan  may not be amended without the consent of the  holders
of a

majority  of  the  shares of Stock then outstanding  to  (a)
increase materially the aggregate number of shares of  Stock
that  may  be  issued under the Plan (except for adjustments
pursuant  to Section 9 hereof), (b) increase materially  the
benefits accruing to Eligible Individuals under the Plan, or
(c) modify materially the requirements about eligibility for
participation  in  the Plan; provided,  however,  that  such
amendments  may be made without the consent of  shareholders
of  the  Corporation if changes occur in law or other  legal
requirements (including Rule 16b-3) that would  permit  such
changes.  In connection with any amendment of the Plan,  the
Board  of Directors shall be authorized to incorporate  such
provisions as shall be necessary for amounts paid under  the
Plan to be exempt from Section 162(m) of the Code.

SECTION 12.  GENERAL

     12.1Application of Funds.  The proceeds received by the
Corporation from the sale of shares pursuant to  Awards  may
be used for any general corporate purpose.

     12.2Right  of  the  Corporation  and  Subsidiaries   to
Terminate Employment.  Nothing contained in the Plan  or  in
any  Award Agreement shall confer upon any Holder the  right
to  continue  in  the  employ  of  the  Corporation  or  any
Subsidiary  or interfere in any way with the rights  of  the
Corporation  or  any  Subsidiary to terminate  the  Holder's
employment at any time.

     12.3No Liability for Good Faith Determinations. Neither
the  members of the Board of Directors nor any member of the
Committee   shall  be  liable  for  any  act,  omission   or
determination  taken or made in good faith with  respect  to
the  Plan or any Award granted under it; and members of  the
Board  of  Directors and the Committee shall be entitled  to
indemnification  and  reimbursement by  the  Corporation  in
respect  of  any claim, loss, damage, or expense  (including
attorneys'  fees, the costs of settling any  suit,  provided
such  settlement  is approved by independent  legal  counsel
selected   by   the   Corporation,  and  amounts   paid   in
satisfaction  of a judgment, except a judgment  based  on  a
finding  of bad faith) arising therefrom to the full  extent
permitted  by  law  and under any directors'  and  officers'
liability  or similar insurance coverage that may from  time
to  time be in effect.  This right to indemnification  shall
be  in  addition  to,  and not a limitation  on,  any  other
indemnification rights any member of the Board of  Directors
or the Committee may have.

     12.4Other  Benefits.  Participation in the  Plan  shall
not  preclude the Holder from eligibility in any other stock
or stock option plan of the Corporation or any Subsidiary or
any  old  age  benefit, insurance, pension,  profit  sharing
retirement,  bonus, or other extra compensation  plans  that
the  Corporation or any Subsidiary has adopted, or  may,  at
any  time, adopt for the benefit of its Employees.   Neither
the  adoption of the Plan by the Board of Directors nor  the
submission   of  the  Plan  to  the  shareholders   of   the
Corporation for approval shall be construed as creating  any
limitations on the power of the Board of Directors to  adopt
such  other incentive arrangements as it may deem desirable,
including, without limitation, the granting of stock options
and  the awarding of Stock and cash otherwise than under the
Plan   and   such  arrangements  may  be  either   generally
applicable or applicable only in specific cases.

     12.5Exclusion    From   Pension   and    Profit-Sharing
Compensation.   By  acceptance of an  Award  (regardless  of
form),  as applicable, each Holder shall be deemed  to  have
agreed that the Award is special incentive compensation that
will  not  be  taken into account in any manner  as  salary,
compensation,  or  bonus in determining the  amount  of  any
payment  under  any pension, retirement, or  other  employee
benefit  plan  of the Corporation or any Subsidiary,  unless
any  pension, retirement, or other employee benefit plan  of
the  Corporation or Subsidiary expressly provides that  such
Award shall be so considered for purposes of determining the
amount  of  any payment under any such plan.   In  addition,
each  beneficiary of a deceased Holder shall  be  deemed  to
have agreed that the Award will not affect the amount of any
life insurance coverage, if any, provided by the Corporation
or a Subsidiary on the life of the Holder that is payable to
the  beneficiary  under  any life  insurance  plan  covering
Employees of the Corporation or any Subsidiary.

     12.6Execution of Receipts and Releases.  Any payment of
cash  or any issuance or transfer of shares of Stock to  the
Holder,  or  to his legal representative, heir, legatee,  or
distributee,  in  accordance  with  the  provisions  hereof,
shall, to the extent thereof, be in full satisfaction of all
claims  of such Persons hereunder. The Committee may require
any   Holder,   legal  representative,  heir,  legatee,   or
distributee,  as a condition precedent to such  payment,  to
execute  a release and receipt therefor in such form  as  it
shall determine.

     12.7Unfunded Plan.  Insofar as it provides  for  Awards
of  cash  and  Stock, the Plan shall be unfunded.   Although
bookkeeping  accounts  may be established  with  respect  to
Holders  who are entitled to cash, Stock, or rights  thereto
under the Plan, any such accounts shall be used merely as  a
bookkeeping  convenience.   The  Corporation  shall  not  be
required  to  segregate any assets that may at any  time  be
represented by cash, Stock, or rights thereto, nor shall the
Plan  be  construed as providing for such  segregation,  nor
shall  the  Corporation nor the Board of Directors  nor  the
Committee  be deemed to be a trustee of any cash, Stock,  or
rights  thereto to be granted under the Plan.  Any liability
of  the Corporation to any Holder with respect to a grant of
cash, Stock, or rights thereto under the Plan shall be based
solely  upon any contractual obligations that may be created
by  the Plan and any Award Agreement; no such obligation  of
the  Corporation shall be deemed to be secured by any pledge
or  other  encumbrance on any property of  the  Corporation.
Neither  the Corporation nor the Board of Directors nor  the
Committee shall be required to give any security or bond for
the performance of any obligation that may be created by the
Plan.

     12.8No  Guarantee of Interests.  Neither the  Committee
nor  the Corporation guarantees the Stock of the Corporation
from loss or depreciation.

     12.9Payment of Expenses.  All expenses incident to  the
administration,  termination, or  protection  of  the  Plan,
including,  but  not limited to, legal and accounting  fees,
shall  be  paid  by  the  Corporation or  its  Subsidiaries;
provided,  however,  the Corporation  or  a  Subsidiary  may
recover  any  and  all  damages, fees, expenses,  and  costs
arising  out  of  any  actions taken by the  Corporation  to
enforce its right to purchase Stock under this Plan.

     12.10Corporation Records.  Records of  the  Corporation
or   its  Subsidiaries  regarding  the  Holder's  period  of
employment,  termination  of  employment  and   the   reason
therefor,  leaves  of  absence,  re-employment,  and   other
matters  shall  be  conclusive for all  purposes  hereunder,
unless determined by the Committee to be incorrect.

     12.11Information.  The Corporation and its Subsidiaries
shall,  upon  request  or  as may be  specifically  required
hereunder,  furnish  or cause to be  furnished  all  of  the
information or documentation which is necessary or  required
by  the Committee to perform its duties and functions  under
the Plan.

     12.12No  Liability  of  Corporation.   The  Corporation
assumes no obligation or responsibility to the Holder or his
legal representatives, heirs, legatees, or distributees  for
any act of, or failure to act on the part of, the Committee.

     12.13Corporation Action.  Any action  required  of  the
Corporation shall be by resolution of its Board of Directors
or  by a Person authorized to act by resolution of the Board
of Directors.

     12.14Severability.  In the event that any provision  of
this  Plan,  or  the application hereof  to  any  Person  or
circumstance,  is held by a court of competent  jurisdiction
to  be  invalid,  illegal, or unenforceable in  any  respect
under  present or future laws effective during the effective
term  of  any  such  provision, such  invalid,  illegal,  or
unenforceable provision shall be fully severable;  and  this
Plan  shall  then  be  construed and  enforced  as  if  such
invalid,  illegal, or unenforceable provision had  not  been
contained in this Plan; and the remaining provisions of this
Plan shall remain in full force and effect and shall not  be
affected by the illegal, invalid, or unenforceable provision
or by its severance from this Plan.  Furthermore, in lieu of
each  such  illegal,  invalid, or  unenforceable  provision,
there shall be

added  automatically  as part of this Plan  a  provision  as
similar  in terms to such illegal, invalid, or unenforceable
provision  as  may  be  possible and be  legal,  valid,  and
enforceable.  If any of the terms or provisions of this Plan
conflict with the requirements of Rule 16b-3 (as those terms
or  provisions are applied to Eligible Individuals  who  are
subject  to  Section 16(b) of the Exchange Act), then  those
conflicting  terms or provisions shall be deemed inoperative
to the extent they so conflict with the requirements of Rule
16b-3  and,  in  lieu of such conflicting  provision,  there
shall  be  added  automatically  as  part  of  this  Plan  a
provision  as similar in terms to such conflicting provision
as may be possible and not conflict with the requirements of
Rule  16b-3.  If any of the terms or provisions of this Plan
conflict  with the requirements of Section 422 of  the  Code
(with  respect to Incentive Options), then those conflicting
terms  or  provisions  shall be deemed  inoperative  to  the
extent they so conflict with the requirements of Section 422
of  the  Code  and,  in lieu of such conflicting  provision,
there  shall be added automatically as part of this  Plan  a
provision  as similar in terms to such conflicting provision
as may be possible and not conflict with the requirements of
Section 422 of the Code.  With respect to Incentive Options,
if  this Plan does not contain any provision required to  be
included  herein  under  Section  422  of  the  Code,   that
provision shall be deemed to be incorporated herein with the
same force and effect as if that provision had been set  out
at length herein; provided, however, that, to the extent any
Option  that  is intended to qualify as an Incentive  Option
cannot  so  qualify, that Option (to that extent)  shall  be
deemed a Nonstatutory Option for all purposes of the Plan.

     12.15Notices.   Whenever  any  notice  is  required  or
permitted  hereunder, such notice must  be  in  writing  and
personally  delivered or sent by mail.  Any notice  required
or permitted to be delivered hereunder shall be deemed to be
delivered  on the date on which it is actually  received  by
the  Corporation addressed to the attention of the Corporate
Secretary  at the Corporation's office as specified  in  the
applicable Award Agreement.  The Corporation or a Holder may
change, at any time and from time to time, by written notice
to  the  other,  the address which it or he  had  previously
specified   for   receiving  notices.   Until   changed   in
accordance  herewith, the Corporation and each Holder  shall
specify  as  its and his address for receiving  notices  the
address set forth in the Award Agreement pertaining  to  the
shares to which such notice relates.  Any Person entitled to
notice hereunder may waive such notice.

     12.16Successors.   The Plan shall be binding  upon  the
Holder,  his  legal  representatives, heirs,  legatees,  and
distributees,  upon  the  Corporation,  its  successors  and
assigns and upon the Committee and its successors.

     12.17Headings.  The titles and headings of Sections are
included for convenience of reference only and are not to be
considered in construction of the provisions hereof.

     12.18Governing Law.  All questions arising with respect
to  the  provisions  of  the Plan  shall  be  determined  by
application  of  the  laws of the State  of  Texas,  without
giving  effect  to  any conflict of law provisions  thereof,
except to the extent Texas law is preempted by federal  law.
Questions arising with respect to the provisions of an Award
Agreement that are matters of contract law shall be governed
by  the  laws of the state specified in the Award Agreement,
except to the extent that [Texas] corporate law subconflicts
with  the contract law of such state, in which event [Texas]
corporate  law shall govern irrespective of any conflict  of
law  laws.   The obligation of the Corporation to  sell  and
deliver  Stock  hereunder is subject to applicable  federal,
state   and  foreign  laws  and  to  the  approval  of   any
governmental  authority  required  in  connection  with  the
authorization, issuance, sale, or delivery of such Stock.

     12.19Word  Usage.   Words used in the  masculine  shall
apply  to  the  feminine where applicable, and wherever  the
context  of this Plan dictates, the plural shall be read  as
the singular and the singular as the plural.

     IN  WITNESS  WHEREOF, the Corporation,  acting  by  and
through  its officers hereunto duly authorized, has executed
this 1998 Incentive Plan, to be effective as of October  26,
1998.

                           EZCORP, INC.,
                           a Delaware corporation

                           By:_____________________________
                              Vincent A. Lambiase, President

 5
 1,000

                   3-MOS
                          SEP-30-1999
                               DEC-31-1998
                                           2,792
                                         0
                                   63,290
                                         0
                                     49,245
                               120,218
                                          80,462
                                  31,435
                                 202,710
                           13,577
                                              0
                                0
                                          0
                                           120
                                     132,729
                   202,710
                                         34,434
                                60,415
                                           29,022
                                   55,842
                                     0
                                     0
                                 846
                                  3,837
                                     1,458
                              2,379
                                       0
                                      0
                                            0
                                     2,379
                                     0.20
                                     0.20