59

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

For the fiscal year ended September 30, 1996
                             OR

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

For   the   transition   period   from   ______________   to
_____________

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

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

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

      The  only class of voting securities of the registrant
issued  and outstanding is the Class B Voting Common  Stock,
par  value  $.01 per share, 100% of which is  owned  by  two
record  holders  which  are affiliates  of  the  registrant.
There  is  no  trading market for the Class B Voting  Common
Stock.

      As  of  December  2,  1996, 9,959,536  shares  of  the
registrant's Class A Non-Voting Common Stock, par value $.01
per  share and 2,036,296 shares of the registrant's Class  B
Voting   Common  Stock,  par  value  $.01  per  share   were
outstanding.

                        EZCORP, INC.
                YEAR ENDED SEPTEMBER 30, 1996
                     INDEX TO FORM 10-K
                              
Item                                               Page
 No.                                               No.
- -----                                             -----
                        INTRODUCTION
                              
                           PART I.

1.   Business                                         2
2.   Property                                        13
3.   Legal Proceedings                               14
4.   Submission of Matters to a Vote 
       of Security Holders                           15

                          PART II.

5.   Market for Registrant's Common Equity 
       and Related Stockholder Matters               16
6.   Selected Financial Data                         16
7.   Management's Discussion and Analysis 
       of Financial Condition and Results
       of Operations                                 18
8.   Financial Statements and Supplementary Data     23
9.   Changes in and Disagreements with 
       Accountants on Accounting and Financial
       Disclosure                                    38

                          PART III.

10.  Directors and Executive Officers 
       of the Registrant                             38
11.  Executive Compensation                          39
12.  Security Ownership of Certain 
       Beneficial Owners and Management              44
13.  Certain Relationships and Related Party 
       Transactions                                  46

                          PART IV.

14.  Financial Statement Schedules, Exhibits,
        and Reports on Forms 8-K                     47

                         SIGNATURES

                           PART I
Item 1. Business

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

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

General
      The Company is engaged in establishing, acquiring, and
operating pawnshops which function as convenient sources  of
consumer credit and as value-oriented specialty retailers of
primarily previously owned merchandise. Through its  lending
function,  the Company makes relatively small,  non-recourse
loans secured by pledges of tangible personal property.  The
Company contracts for a pawn service charge to compensate it
for  each  pawn loan. Pawn service charges, which  generally
range  from 12% to 300% per annum, are calculated  based  on
the dollar amount and duration of the loan and accounted for
approximately  40% of the Company's revenues  for  the  year
ended  September 30, 1996 ("Fiscal 1996"). In  Fiscal  1996,
approximately  78%  of the loans made by  the  Company  were
redeemed in full along with the payment of the pawn  service
charge  or  were renewed or extended through the payment  of
the pawn service charge. In most states in which the Company
operates,  collateral  is held one month  with  a  sixty-day
extension  period after which such collateral  is  forfeited
for resale.

      As  of  December  2,  1996, the Company  operated  248
locations:  149 in Texas, 24 in Colorado, 23 in Indiana,  14
in Alabama, 11 in Georgia, 9 in Oklahoma, 8 in Tennessee,  3
in  Mississippi, 3 in Louisiana, 2 in North Carolina,  1  in
Arkansas, and 1 in Florida.  The Company intends to  expand,
at  a  modest rate, through the establishment or acquisition
of  stores  primarily in existing markets to form  efficient
regional  clusters. The Company intends to expand in  states
with     regulatory,    competitive,     and     demographic
characteristics conducive to successful pawnshop operation.

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

Lending Activities
      The  Company is engaged in the business of making pawn
loans,  which  typically are relatively small,  non-recourse
loans  secured by pledges of tangible personal property.  As
of September 30, 1996, the Company had approximately 520,000
loans   outstanding,  representing  an  aggregate  principal
balance of $34.6 million. The Company contracts for  a  pawn
service  charge to compensate it for a pawn loan. A majority
of  the  Company's outstanding pawn loans are in  an  amount
that  permits loan service charges of 20% per month or  240%
per  annum. For Fiscal 1996, pawn service charges  accounted
for approximately 40% of the Company's total revenues.

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

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

      The table below shows the dollar amount of loans made,
loans  acquired, loans repaid, and loans forfeited  for  the
Company for the fiscal years ended September 30, 1994, 1995,
and 1996:

                             Fiscal Years Ended September 30,
                                1994       1995      1996
                             -------------------------------
                                  (dollars in millions)

     Loans   made             $187.1    $192.2     $151.4
     Loans acquired              0.5        -          -
     Loans   repaid           (132.2)   (137.9)    (105.7)
     Loans   forfeited         (45.6)    (52.3)     (50.8)
                              ------    ------     ------
     Net increase (decrease) in pawn
     loans outstanding at
     the  end  of the year    $  9.8   $  2.0      $(5.1)
                              ======   ======      ======
      The  realization of gross profit on sales of inventory
primarily depends on the Company's initial assessment of the
property's  estimated resale value. Improper  assessment  of
the  resale value of the collateral in the lending  function
can  result  in  reduced marketability of the  property  and
resale  of the property for an amount less than the carrying
cost   of   the   property.   Jewelry,   which   constitutes
approximately 60% of the principal amount of items  pledged,
can  be  evaluated primarily based on weight, carat content,
and  value  of  gemstones, if any. The  other  items  pawned
typically  consist of consumer electronics, tools, firearms,
and musical instruments.

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

      Of  the  Company's 248 locations in  operation  as  of
December  2,  1996,  149  were  stores  located  in   Texas.
Accordingly,   Texas  pawnshop  laws   have   the   greatest
application to the Company's operations. In Texas,  pawnshop
operations  are  regulated by the State of Texas  Office  of
Consumer  Credit Commissioner in accordance with Chapter  51
of  the  Texas  Credit Code, commonly  known  as  the  Texas
Pawnshop Act (the "Pawnshop Act"). See "Regulation."

       The  maximum  allowable  pawn  service  charges   for
stratified loan amounts made in the State of Texas  are  set
in  accordance  with  Texas  law  under  the  Pawnshop  Act.
Historically,  the  maximum allowable pawn  service  charges
under  Texas  law have not changed; however, the  stratified
loan  amounts  have been adjusted upward by nominal  amounts
each  year. The maximum allowable pawn service charges under
the Pawnshop Act for the various stratified loan amounts for
the  year beginning July 1, 1995, and ending June 30,  1996,
and for the year beginning July 1, 1996, and ending June 30,
1997, are as follows:

    Schedule of Applicable Loan Service Charges for Texas

    Year Ending June 30, 1996     Year Ending June 30, 1997
           Maximum  Allowable             Maximum Allowable 
                       Annual                        Annual
Amount Financed     Percentage Amount Financed    Percentage
 Per Pawn Loan          Rate    Per Pawn Loan         Rate
- -----------------   ---------- ---------------    ----------
       $1 to $129    240%           $1 to $132      240%
     $130 to $430    180%      $132.01 to $440      180%
   $431 to $1,290     30%    $440.01 to $1,320       30%
$1,291 to $10,750     12% $1,320.01 to $11,000       12%

      Under  Texas  law, there is a ceiling on  the  maximum
allowable  pawn  loan. For the period July 1,  1995  through
June  30, 1996, the loan ceiling was $10,750. For the period
July  1,  1996  through June 30, 1997, the loan  ceiling  is
$11,000.  The Company's average loan amount for Fiscal  1996
was approximately $67.

Retail Activities
      Jewelry  sales represent 50% to 80% of  the  Company's
merchandise  sales  with  the  remaining  sales   consisting
primarily  of  consumer electronics,  tools,  firearms,  and
musical  instruments. The Company believes  its  ability  to
offer quality used merchandise at prices significantly lower
than   original   retail  prices  attracts   value-conscious
customers. The Company obtains its inventory primarily  from
unredeemed   collateral,  and  to  a  lesser  extent,   from
purchases   from  the  general  public  and  from  wholesale
sources. For Fiscal 1996, purchases from the general  public
and  from wholesale sources constituted approximately 7%  of
the  dollar  value  of inflows to inventory.  During  Fiscal
1996,  $78  million  of merchandise was added  to  inventory
through  forfeited collateral. Of such amount, approximately
$51 million was from the principal amount of unredeemed pawn
loans, and $27 million was from accrued service charges. For
Fiscal  1996,  retail activities accounted for approximately
60%  of  the Company's total revenues, but only 17%  of  the
Company's net revenue, after deducting cost of goods sold on
merchandise sales.

      The  Company  utilizes  market  pricing  and  customer
purchasing  decision  studies to better  define  its  retail
customer  and  that customer's buying habits. These  studies
are  facilitated  by  the  Company's management  information
systems  which  record  all  of  the  Company's  retail  and
inventory  transactions.  Regional  merchandising   managers
transfer inventory based on, among other things, margin  and
inventory turnover within their region and between  regions.
During   Fiscal  1996,  the  Company  continued  to  upgrade
merchandise  presentation  through  10  store  remodels  and
relocations which improved category merchandise displays and
utilized better retail signage.

      The  Company  does  not  give prospective  buyers  any
warranties  on  most  merchandise sold  through  its  retail
operations, except for certain purchases of new,  wholesale-
purchased   merchandise,   which   may   have   a    limited
manufacturer's warranty. Prospective buyers may purchase  an
item  on layaway through the Company's "EZ Layaway" program.
Through  EZ Layaway, a prospective purchaser will  typically
put  down a minimum of 20% of an item's purchase price as  a
customer layaway deposit. The Company will hold the item for
a 90-day period during which the customer is required to pay
for  the item in full. As of September 30, 1996, the Company
had  $2  million  in customer layaway deposits  and  related
payments.

      The Company's overall inventory is stated at the lower
of  cost  or market. The Company provides inventory reserves
for  shrinkage  and  cost in excess  of  market  value.  The
Company  has  continued to refine the method  of  estimating
these  reserves through further study and analysis of  sales
trends,  inventory  aging, shrinkage,  and  losses  on  aged
inventory.   Valuation   allowances,   including   shrinkage
reserves, amounted to $7.9 million as of September 30, 1996.
At  September  30, 1996, total inventory on hand  was  $35.8
million,  after  deducting an allowance  for  shrinkage  and
valuation of inventory.

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

Operations

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

Store Management
      A  typical  Company store employs five to  six  people
consisting of a manager, an assistant manager, and three  to
four  sales and lending representatives. Store managers  are
specifically  responsible for ensuring that their  store  is
run  in  accordance with the Company's established  policies
and  procedures, and for operating their store according  to
performance  parameters consistent with the Company's  store
operating  guidelines.  Each  manager  reports  to  one   of
approximately 27 area managers who are responsible  for  the
stores within a specific operating region. Area managers are
responsible  for the performance of all stores within  their
area  and  report  to  one of four regional  directors.  The
regional directors report to the President of the Company.

Management Information Systems and Controls
      The  Company has a management information system  that
automates  the  recording  of all store-level  transactions.
Financial  summary  data from all stores  is  retrieved  and
processed  at the corporate office each day and is available
for  management  review by early morning for  the  preceding
day's  transactions. This information is available to  field
management  via  the  Company's  internal  electronic   mail
network.   The  Company's  communications  network  provides
access  to  each  store from the corporate  offices.  During
Fiscal  1996, this network was upgraded to provide increased
server   capacity  for  daily  processing   of   store-level
information and to accommodate the Company's growth.

       During   Fiscal  1994,  the  Company  completed   the
development  and initiated the roll-out of a  new  point-of-
sale (POS) system based on personal computing technology and
a  UNIX operating system (UNIX is a registered trademark  of
UNIX   Systems  Laboratories).  All  new  stores  are  being
equipped  with  this   system and the  upgrade  of  existing
stores is 75% complete. This new system provides the Company
with   a  migration  path  for  its  POS  software  from   a
proprietary  environment  to an industry  standard  hardware
platform.  This  new  platform  provides  greater  computing
power,  larger disk capacity and the ability to run industry
standard  third-party software in addition to the  Company's
software.   On  an  ongoing basis, the Company  reviews  and
modifies  its information systems to meet the needs  of  the
business.

       The   Company   has  an  internal  audit   staff   of
approximately  15  employees to ensure  that  the  Company's
policies  and  procedures  are  consistently  followed.   In
addition,  the  audit department carefully  monitors,  among
other  things,  the  Company's perpetual  inventory  system,
lending practices and regulatory compliance.

Personnel
       As  of  September  30,  1996,  the  Company  employed
approximately  1,400  persons, including  approximately  200
management   and  administrative  personnel.   The   Company
believes  that  its  profitability  is  dependent  upon  its
employees'  ability  to  make  loans  that  achieve  optimum
redemption  rates,  to sell retail merchandise  effectively,
and  to  provide prompt and courteous customer service.  The
Company  seeks  to  hire people who will  become  long-term,
career   employees.  To  achieve  the  Company's  long-range
personnel   goals,  the  Company  strives  to  develop   its
employees  through a combination of classroom  training  and
supervised  on-the-job  loan  and  sales  training  for  new
employees.

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

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

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

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

Growth and Expansion
      During Fiscal 1996, the Company established 11 stores.
The  Company  plans to continue its expansion, at  a  modest
rate,  in existing markets and to enter new markets in other
states  which have regulatory, demographic, and  competitive
characteristics  that are conducive to  successful  pawnshop
operations.  The  Company  seeks to  establish  clusters  of
stores   in  specific  geographic  regions  depending   upon
individual market demographics. In this manner, the  Company
expects  to  achieve certain economies of scale relative  to
its   advertising,  name  recognition,  and  managerial  and
administrative costs.

      The  18  most recently established stores with  twelve
full months of operating data, opened by the Company through
September  30,  1996, required an average  gross  investment
(including  inventory, pawn loans and  property,  plant  and
equipment) of approximately $400,000 per pawnshop during the
first twelve months of operation.

     The Company's expansion program is dependent on several
variables, such as the availability of acceptable  sites  or
acquisition   candidates   and  qualified   personnel.   The
Company's ability to add newly established stores  in  Texas
counties  having a population of 250,000 or  more  has  been
adversely  affected  by  Texas law  which  became  effective
September  1, 1991, which requires a finding of public  need
and  probable  profitability by the  Texas  Consumer  Credit
Commissioner  as  a  condition to the issuance  of  any  new
pawnshop license in such counties. Since September 1,  1991,
the  Company  has opened or acquired 42 locations  in  Texas
counties  having  a  population of less  than  250,000.  See
"Regulation."

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

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

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

Regulation

Pawnshop Operations
      The  Company's  pawnshop  operations  are  subject  to
extensive  regulation,  supervision,  and  licensing   under
various federal, state, and local statutes, ordinances,  and
regulations. Of the Company's 248 locations as  of  December
2, 1996, 149 were in Texas. Accordingly, Texas pawnshop laws
have  the  greatest application to the Company's operations.
The  laws  of Colorado, Indiana, Alabama, Georgia, Oklahoma,
Tennessee, Mississippi, Louisiana, North Carolina, Arkansas,
and  Florida also have application to the Company's pawnshop
operations  in  those  states.  At  December  2,  1996,  the
Company's  pawnshops were located as follows: 149 in  Texas,
24 in Colorado, 23 in Indiana, 14 in Alabama, 11 in Georgia,
9  in  Oklahoma,  8  in Tennessee, 3 in  Mississippi,  3  in
Louisiana,  2  in North Carolina, 1 in Arkansas,  and  1  in
Florida.  In the states in which the Company operates  other
than Texas, Oklahoma, and Alabama, pawnshops are subject  to
local  regulation at the municipal and county  level,  which
regulation may affect the ability of the Company  to  expand
its operations in those states.

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

       The  maximum  allowable  pawn  service  charges   for
stratified loan amounts made in the State of Texas  are  set
in accordance with the Texas Pawnshop Act. Historically, the
maximum allowable pawn service charges under Texas law  have
not  changed; however, the stratified loan amounts have been
adjusted  upward by nominal amounts each year.  Under  Texas
law,  there is a ceiling on the maximum allowable pawn loan.
From  July  1, 1995 to June 30, 1996, the loan  ceiling  was
$10,750. For the period July 1, 1996 through June 30,  1997,
the  loan  ceiling  is  $11,000.  A  table  of  the  maximum
allowable pawn service charges under the Texas Pawnshop  Act
for the various stratified loan amounts for July 1, 1995  to
June 30, 1997 is presented in "Lending Activities."

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Tennessee Pawnshop Regulations
     In 1995, Tennessee passed an Act that amended Tennessee
Code,  Title  45,  relating to pawnbrokers.  This  Amendment
provides that pawnbrokers may charge interest of 2% a month,
plus service charge of 20% or one-fifth of the amount of the
loan  for investigating the title, storing and insuring  the
pledged goods, closing the loan, and for other expenses  and
losses associated with the loan.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Item 2. Property

      As  of  December 2, 1996, the Company owned  the  real
estate and buildings for 23 of its pawnshops and leased  225
of  its operating pawnshop locations. Leased facilities  are
generally leased for a term of five to ten years with one or
more  options to renew. The Company's existing leases expire
on  dates ranging between February 28, 1997 and February 28,
2008.  All  leases  provide  for specified  periodic  rental
payments.  Most leases require the Company to  maintain  the
property  and  pay  the  cost of insurance  and  taxes.  The
Company  believes  that termination of any particular  lease
would  not  have a material adverse effect on the  Company's
operations. Of the Company's leased pawnshop locations, five
are  leased from affiliated entities in the ordinary  course
of  business.  All of such leases provide for market  rental
rates.  The Company's strategy is generally to lease, rather
than  acquire, space for its pawnshop locations  unless  the
Company finds what it believes is a superior location at  an
attractive  price. The Company believes that the  facilities
owned  and  leased by it as pawnshop locations are  suitable
for such purpose.

      The following table presents the metropolitan areas or
regions (as defined by the Company) generally served by  the
Company and the number of retail locations serving each such
market as of December 2, 1996:

                                    Number of
                                 Locations in
               Area/Region          Each Area
               --------------    ------------
               Texas:
                    Houston                58
                    San Antonio            17
                    South Texas            16
                    North and West Texas   13
                    Dallas                 12
                    Central Texas          11
                    Austin Area            10
                    Laredo Area             7
                    Corpus Christi          5
                                          ---
                       Total Texas        149
          
               Colorado:
                    Denver Area            16
                    Colorado Springs Area   6
                    Pueblo                  2
                                          ---
                       Total Colorado      24
          
               Indiana:
                    Indianapolis Area      12
                    Other Areas            11
                                          ---
                       Total Indiana       23
          
               Alabama:
                    Birmingham Area         7
                    Montgomery              4
                    Mobile                  2
                    Other Areas             1
                                          ---
                       Total Alabama       14
          
               Georgia:
                    Atlanta Area           11
                                          ---
                       Total Georgia       11
          
               Oklahoma:
                    Oklahoma City Area      4
                    Tulsa Area              3
                    Other Areas             2
                                          ---
                       Total Oklahoma       9
          
               Tennessee:
                    Memphis                 8
                                          ---
                       Total Tennessee      8
          
               Mississippi:
                    Jackson                 2
                    Other Areas             1
                                          ---
                       Total Mississippi    3
          
               Louisiana:
                    New Orleans Area        2
                    Other Areas             1
                                          ---
                       Total Louisiana      3
          
               North Carolina:
                    Raleigh-Durham Area     2
                                          ---
                       Total North Carolina 2

               Arkansas:
                    West Helena             1
                                          ---
                       Total Arkansas       1
          
               Florida:
                    Pensacola               1
                                          ---
                       Total Florida        1
                                          ---
                       Total Company      248
                                          ===

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

Item 3. Legal Proceedings

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

     On July 28, 1995, the Company terminated the Employment
Agreement  of  Courtland L. Logue, Jr.  ("Mr.  Logue"),  the
Company's  former Chairman and Chief Executive Officer,  and
an  owner  of approximately 19% of the Company's outstanding
voting securities (Class B Voting Common Stock).  Since  Mr.
Logue's termination, the Company has had ongoing discussions
with  him  concerning certain equipment leases  between  Mr.
Logue  and  the  Company,  as well  as  the  application  of
provisions  to  Mr. Logue's Employment Agreement  and  Stock
Purchase  Agreement with the Company.  The Company  believes
these agreements require, among other things, a $2.7 million
payment by Mr. Logue to the Company.  On March 8, 1996,  the
Company filed a lawsuit styled EZCORP, Inc. v. Courtland  L.
Logue,  Jr.  in  the 201st District Court of Travis  County,
Texas in an effort to bring resolution to this dispute.  Mr.
Logue  has  filed counter-claims relating to the  Employment
Agreement  and  certain equipment leases and  notes  entered
into between Mr. Logue and the Company.

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

     None.

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

     Since August 27, 1991, the Company's Class A Non-voting
Common  Stock  ("Class A Common Stock") has  traded  on  the
Nasdaq Stock Market under the symbol EZPW. As of December 2,
1996, there were 337 stockholders of record of the Company's
Class  A Non-voting Common Stock. There is no trading market
for  the  Company's Class B Voting Common  Stock  ("Class  B
Common  Stock"), and as of December 2, 1996, such stock  was
held by two stockholders of record.

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

                                          High       Low
                                          ----      ----
Fiscal 1995:
          
  First quarter ended December 31, 1994  $13.75    $10.00
  Second quarter ended March 31, 1995     11.75      7.50
  Third quarter ended June 30, 1995        7.50      4.50
  Fourth quarter ended September 30, 1995  6.88      4.50
   
Fiscal 1996:
          
  First quarter ended December 31, 1995   $5.75     $4.25
  Second quarter ended March 31, 1996      7.50      4.75
  Third quarter ended June 30, 1996        7.00      5.75
  Fourth quarter ended September 30, 1996  6.88      5.44

      As  of  December 2, 1996, the Company's Class A Common
Stock closed at $7.50 per share.

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

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

Item 6. Selected Financial Data

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

                                         The Company
                               Fiscal Years Ended September 30,
                             1992    1993    1994    1995    1996
                             ------------------------------------
                              (Amounts in thousands, except per 
                                   share and store figures)
Operating Data:
Sales (1)                 $27,604 $63,791 $104,773 $115,220 $103,511
Pawn service charges       23,600  44,834   63,169   74,254   70,115
                           ------  ------  -------  -------  -------
Total revenues (1)         51,204 108,625  167,942  189,474  173,626
Cost of goods sold (1)     19,636  48,179   88,256  113,227   88,953
                           ------ -------  -------  -------  -------
  Net revenues             31,568  60,446   79,686   76,247   84,673
Store operating expenses   21,340  40,485   58,181   74,417   58,969
Corporate administrative 
  expenses                  5,060   8,433   12,668   15,406   10,712
Depreciation and 
  amortization              1,225   2,703    4,471    7,352    7,573
Interest expense (income)    (629)   (378)   1,512    3,059    1,884
                           ------  ------  -------  -------  -------
  Income (loss) before 
    income taxes            4,572   9,203    2,854  (23,987)   5,535
Income tax expense 
  (benefit)                 1,667   3,095    1,065   (8,138)   1,992
                           ------  ------  -------  -------  -------
Net income (loss)         $ 2,905 $ 6,108  $ 1,789 $(15,849)$  3,543
                           ======  ======   ======  =======  =======
   Earnings (loss) per common share:
  Primary and fully diluted $0.33   $0.56    $0.15   $(1.32)   $0.30
   Cash dividends per common
      share                    -       -        -         -       -
   Weighted average common shares and
  share equivalents:
  Primary and fully 
    diluted                 8,879  10,981   11,975   11,977   11,988

Stores operated at end
    of period                 127     186      234      261      246

                                          September 30,
                            1992     1993     1994     1995     1996
                         --------------------------------------------
Balance Sheet Data:
Pawn loans               $18,656   $27,961  $37,777  $39,782  $34,636
Inventory                 20,174    39,127   63,070   41,575   35,834
Working capital           44,561    83,850  106,691   94,916   76,158
Total assets              76,945   137,314  173,989  164,588  140,366
Long-term debt, net        2,080     3,476   36,791   42,916   16,244
Stockholders' equity      69,238   123,935  125,086  109,375  112,991
- -------------------------------
(1)Sales from scrap and wholesale activities were
   reclassified from cost of goods sold to sales in the
   1992, 1993, 1994 and 1995 operating data.

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

      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.

      This  discussion and analysis compares the results  of
operations for the twelve month periods ending September 30,
1996,  1995, and 1994 (designated as "Fiscal 1996",  "Fiscal
1995", and "Fiscal 1994").  The discussion should be read in
conjunction with, and is qualified in its entirety  to,  the
accompanying financial statements and related notes.

                   Summary Financial Data

                            Fiscal Years Ended September 30,
                              1994        1995       1996
                            -------------------------------
                                (Dollars in thousands,
                                 except as indicated)
Net Revenues:
  Sales (1)                $104,773   $115,220    $103,511
  Pawn service charges       63,169     74,254      70,115
                            -------    -------     -------
     Total revenues         167,942    189,474     173,626
  Cost of sales (1)          88,256    113,227      88,953
                            -------    -------     -------
     Net revenues            79,686     76,247      84,673

Other Data:
  Gross margin (1)            15.8%       1.7%       14.1%
  Average annual 
    inventory turnover         1.6x       1.9x        2.3x
  Average inventory per 
    location at year end       $270       $159        $146
  Average loan balance per 
    location at year end       $161       $152        $141
  Average pawn loan at 
    year end (whole dollars)    $73        $70         $67
  Average yield on loan 
    portfolio                  197%       204%        209%
  Redemption rate               74%        76%         78%

Expenses and income as a percentage
  of total revenue (%) (1):
  Store operating              34.6       39.3        33.9
  Administrative                7.5        8.1         6.2
  Depreciation and amortization 2.7        3.9         4.4
  Interest                      0.9        1.7         1.1
  Income (loss) before
    income taxes                1.7      (12.7)        3.2
  Net income (loss)             1.1       (8.4)        2.0

Stores in operation:
  Beginning of year             186        234         261
  Acquired                        6          -           -
  New openings                   42         33          11
  Sold, combined, or closed       -         (6)        (26)
  End of year                   234        261         246
  Average number of 
   locations during the year    210        248         254
___________________
(1)Sales from scrap and wholesale activities were
   reclassified from cost of goods sold to sales in the
   1994 and 1995 operating data.

Fiscal 1995 and 1994 Special Charges
     To facilitate year to year comparisons, the following
table details the impact of the jewelry liquidation
commenced in the fourth Fiscal 1995 quarter, the pretax
special charges of $25.5 million for Fiscal 1995, and the
pretax special charge of $9.3 million for Fiscal 1994.
These special charges are more fully discussed below and in
Note N of the Notes to Consolidated Financial Statements.

                           Fiscal 1994   Fiscal 1995   Fiscal 1996
                          ($ millions)  ($ millions)  ($ millions)
                           -----------   -----------   ----------- 
Revenues
     Merchandise sales        $  2.3         $  8.9       $  3.8
     Pawn service charges       (1.9)            -            -
                               -----          -----        -----
        Total revenue            0.4            8.9          3.8

 Cost of goods sold              6.7           24.3          3.8
                               -----          -----        -----
 Net revenue                    (6.3)         (15.4)          -
 Operating expenses
     Operations                  1.4            7.7           -
     Administrative              1.6            2.5           -
     Depreciation and amortization -             -            -
                               -----          -----        -----
      Total operating expenses   3.0           10.1           -
                               -----          -----        -----
 Operating income (loss)      $ (9.3)        $(25.5)      $   -
                               =====          =====        =====

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

       In  the  fourth  Fiscal  1995  quarter,  the  Company
identified  and  commenced the liquidation of  approximately
$27  million  in  jewelry inventory  which  had  accumulated
primarily  as a result of a $20 million new jewelry  program
undertaken in prior periods and as a result of past  lending
practices,  which  have  since been modified.   During  this
quarter the Company sold approximately $15.6 million of this
jewelry  (included in "Cost of Goods Sold") for $8.9 million
(included  in "Merchandise Sales").  Largely as a result  of
this scrapping activity, the Company increased its valuation
reserve  by $8.7 million (included in "Cost of Goods Sold").
In  addition,  the  Company provided $7.7  million  for  the
closing   and   consolidating  of  thirty-two  (32)   stores
including  the write-down of various tangible and intangible
assets (included in "Operations" expense) and provided  $2.5
million    for   several   legal   matters   (included    in
"Administrative" expense).

      In  Fiscal  1994, a $4.9 million charge was  made  for
inventory valuation, consisting of $2.2 million in markdowns
on  merchandise  sold through a company-wide clearance  sale
and  a  $2.7  million  increase in the  inventory  valuation
reserve ($2.3 million included in "Merchandise Sales";  $6.7
million  included in "Cost of Goods Sold"; and $0.6  million
included in "Operations" expense).

      During  Fiscal 1994, the Company implemented a  newly-
developed  computer  software program to  calculate  accrued
pawn  service  charges on a loan-by-loan basis.   Previously
this accrual was based on a store-by-store calculation using
pawn service charge collections, loan principal payments and
other  information available to management.  The  difference
in these two methods amounted to a $1.9 million reduction in
accrued  pawn  service charges (included  in  "Pawn  Service
Charges").  While it is impractical to assign this amount to
specific prior periods, management believes that most of the
difference is attributable to the Fiscal 1994 period.

      The  Fiscal 1994 special charge included $2.4  million
primarily  for  a  pending wage and hour  investigation  and
organizational changes ($0.8 million in "Operations" expense
and $1.6 million in "Administrative" expense).

Results of Operations
      The Company's primary activity is the making of small,
non-recourse  loans  secured by tangible personal  property.
The  income  earned on this activity is pawn service  charge
revenue.   For  Fiscal  1996, pawn  service  charge  revenue
decreased $4.2 million from Fiscal 1995 to $70.1 million.  A
decline  in  same  store pawn service charge  revenue  ($2.9
million) and the loss of pawn service charge revenue of  the
32 closed stores ($3.6 million) were partially offset by new
stores  not  open  the full 12 month period ($2.3  million).
The  $2.9 million same store pawn service charge decline  is
the net result of lower average loan balances in stores open
the  full  twelve  month period ($4.6 million  pawn  service
charge   revenue   impact)  offset   by   annualized   yield
improvement  on  the pawn loan portfolio of five  percentage
points to 209% ($1.7 million).  At September 30, 1996,  same
store pawn loan balances were 10% below September 30, 1995.

      For Fiscal 1995, pawn service charge revenue increased
$11.1  million  from  Fiscal  1994  to  $74.3  million.   An
increase  in  same store pawn service charge  revenue  ($9.4
million)   and  pawn  service  charge  revenue  from   newly
established stores ($1.7 million) resulted in the year  over
year  increase.  Annualized yield on the pawn loan portfolio
increased to 204% in Fiscal 1995 from 197% in Fiscal 1994 as
a  result of a managed shift in the loan portfolio to higher
yielding loans.

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

      For  Fiscal  1995, merchandise sales  increased  $10.4
million  from  Fiscal 1994 to $115.2  million.    New  store
sales  ($12.4 million) and the effect of the special charges
discussed above ($6.5 million) were offset by the decline in
same  store  merchandise sales ($8.5  million).  Same  store
sales  for  Fiscal  1995 declined nine percent  from  Fiscal
1994.  In Fiscal 1994, the Company sold a substantial amount
of  new  jewelry, and Federal legislation (the "Brady Bill")
increased  demand for hand guns.  These two  activities  and
higher  inventory levels per store ($270,000 in Fiscal  1994
compared to $159,000 in Fiscal 1995) created a higher  level
of sales in Fiscal 1994 compared to Fiscal 1995.

      For  Fiscal  1996, gross profits as  a  percentage  of
merchandise sales increased 12 percentage points from Fiscal
1995  to  14%.  Excluding the impact of the special  charges
discussed   above,  gross  profits  as   a   percentage   of
merchandise  sales  decreased  two  percentage  points  from
Fiscal 1995 to 15%.  This decrease results from a decline in
margins on merchandise sales (six percentage points)  offset
by the combined favorable effect of a reduction in inventory
shrinkage  measured  as a percentage  of  merchandise  sales
(down  three percentage points to approximately two percent)
and  improved gross profit on the sale of scrap jewelry (one
percentage  point).   The  lower merchandise  sales  margins
result  primarily  from  management's  strategy  of  pricing
merchandise  based on, among other factors, merchandise  age
since acquired and forfeited.

      For  Fiscal  1995, gross profits as  a  percentage  of
merchandise sales decreased 14 percentage points from Fiscal
1994  to  two percent.  Excluding the impact of the  special
charges  discussed above, gross profits as a  percentage  of
merchandise  sales  decreased four  percentage  points  from
Fiscal 1994 to 17%.  This decrease results from a decline in
margins  on  merchandise  sales  (seven  percentage  points)
offset  by the favorable effect of improved gross profit  on
the  sale  of  scrap jewelry (three percentage points).   In
Fiscal  1994,  the  Company  had  a  higher  level  of   new
merchandise or merchandise purchased over the counter  which
typically  sold  for  a higher margin.  Management  believes
that sales of this purchased merchandise came at the expense
of the sales of forfeited collateral.

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

      In  Fiscal 1996, operating and administrative expenses
as  a  percentage of total revenues decreased five  and  two
percentage  points,  respectively (two  and  one  percentage
points,   excluding  the  effect  of  the  special   charges
discussed above) from Fiscal 1995 to 34% and 6%.  In  Fiscal
1994,  operating and administrative expenses as a percentage
of  total revenues were 35% and 8%, respectively (34% and 7%
excluding   the   special  charges).   Both  operating   and
administrative  expenses  have declined  relative  to  total
revenues  as  a  result of the closure of  under  performing
stores and the Company's programs to reduce costs.

      Depreciation  and amortization expense increased  year
over  year  from  Fiscal 1994 to Fiscal 1996  largely  as  a
result  of  the higher level of depreciation on  new  stores
opened  since  September 30, 1993.   In  1995,  the  Company
revised the estimated useful lives of leasehold improvements
resulting in increased depreciation expense of $1.2 million.
In   Fiscal  1996,  depreciation  and  amortization  expense
increases were partially offset by the effect of stores that
were  closed.  Interest expense in Fiscal 1996 decreased  to
$1.9 million from $3.1 million for Fiscal 1995 largely as  a
result of decreased borrowings under the Company's bank line
of credit.

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

     Net income for Fiscal 1996 was $3.5 million compared to
a  net  loss $15.8 million for Fiscal 1995.  The improvement
in  net income results from the net year over year favorable
effect of the special charges discussed above, the favorable
operating   impact of the store closings, and the  favorable
impact   of   lower  inventory  shrinkage,   operating   and
administrative   expenses,  and  interest  expense.    These
favorable  factors were offset partially by  the  effect  of
lower revenues and margins in Fiscal 1996.

Liquidity and Capital Resources
      Net  cash provided by operating activities for  Fiscal
1996 was $22.1 million compared to $8.2 million provided  in
Fiscal 1995 and $15.9 million used in Fiscal 1994.  Improved
operating  results and inventory reductions  were  the  main
factors  in  the  improved  cash generation  from  operating
activities.    A  portion of the Fiscal 1996 operating  cash
flow  is the result of income tax refunds from the carryback
of  the  Company's Fiscal 1995 net operating  loss  and  the
lower level of taxes payable resulting from the carryforward
of  this  net  operating loss.  In Fiscal  1996,  the  $22.1
million  from  operating activities, $1.3  million  provided
from   investing  activities  ($5.1  million   decrease   in
investments in pawn loans, $2.0 million from sale of assets,
and $5.8 million invested in property, plant and equipment),
and  $3.2  million of the Company's beginning cash  balances
were used to reduce total bank borrowings by $26.7 million.

      In  Fiscal 1996, the Company invested $5.8 million  to
open 11 newly established stores, to remodel or relocate  10
existing   stores,  and  to  upgrade  or  replace   existing
equipment  and computer systems.  The Company  funded  these
expenditures  largely from cash flow provided  by  operating
activities.  The Company plans to open approximately  10  to
15  new stores and remodel 5 to 10 stores in the next twelve
months.   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 expenditures.

       The   Company's  current  revolving  line  of  credit
agreement,  which matures January 31, 1998, requires,  among
other  things,  that  the  Company  meet  certain  financial
covenants  and provide the bank group a first lien  security
interest in certain assets of the Company.  Borrowings under
the  line  bear interest at the bank's Eurodollar rate  plus
one  and one-half percent.  The amount which the Company can
borrow is based on a percentage of its inventory levels  and
outstanding  pawn  loan  balance, up  to  $50  million.   At
September  30, 1996, the Company had $15 million outstanding
on  the credit facility and additional borrowing capacity of
approximately $25 million.

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

Item 8. Financial Statements and Supplementary Data

                Index to Financial Statements

                                                   Page

Report of Independent Auditors                       24

Consolidated Financial Statements:

  Consolidated Balance Sheets as of 
    September 30, 1996 and 1995                      25

  Consolidated Statements of Operations 
    for each of the Three Years in the 
    Period Ended September 30, 1996                  26

  Consolidated Statements of Cash Flows 
    for each of the Three  Years in the 
    Period Ended September 30, 1996                  27

  Consolidated Statements of Stockholders' 
    Equity for each of the Three Years in 
    the Period Ended September 30, 1996              28

  Notes to Consolidated Financial Statements         29

Report of Independent Auditors

Board of Directors
EZCORP, Inc.

We have audited the accompanying consolidated balance sheets
of  EZCORP,  Inc. and its subsidiaries as of  September  30,
1996  and  1995, and the related consolidated statements  of
operations, stockholders' equity, and cash flows for each of
the three years in the period ended September 30, 1996.  Our
audits also included the financial statement schedule listed
in  the  Index at Item 14(a)(2).  These financial statements
and   schedule  are  the  responsibility  of  the  Company's
management.  Our responsibility is to express an opinion  on
these financial statements based on our audits.

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

In   our  opinion,  the  consolidated  financial  statements
referred  to above present fairly, in all material respects,
the  consolidated financial position of EZCORP, Inc. and its
subsidiaries  at  September  30,  1996  and  1995,  and  the
consolidated  results  of their operations  and  their  cash
flows  for  each  of  the three years in  the  period  ended
September  30,  1996, in conformity with generally  accepted
accounting  principles.  Also in our  opinion,  the  related
financial statement schedule, when considered in relation to
the  basic  financial statements taken as a whole,  presents
fairly  in  all material respects the information set  forth
therein.

                              ERNST & YOUNG LLP

Austin, Texas
November 14, 1996

                 Consolidated Balance Sheets
                              
                                          September 30,
                                       1995            1996
                                     ----------------------
                                     (Dollars in thousands)
Assets:
  Current assets:
  Cash and cash equivalents          $  4,593      $  1,419
  Pawn loans                           39,782        34,636
  Service charge receivable            11,452        10,262
  Inventory, net                       41,575        35,834
  Deferred tax asset                    2,422         2,140
  Federal income tax recoverable        4,236           -
  Prepaid expenses and other assets     3,153         2,998
                                      -------       -------
  Total current assets                107,213        87,289

  Property and equipment, net          36,596        34,266

  Other assets:
  Excess purchase price over net 
    assets acquired                    13,574        13,099
  Non compete agreements                  517           368
  Deferred tax asset                    2,110         1,200
  Notes receivable related parties      3,028         3,031
  Other assets                          1,550         1,113
                                      -------       -------
  Total assets                       $164,588      $140,366
                                      =======       =======
Liabilities and Stockholders' Equity:
  Current liabilities:
  Current maturities of 
    long-term debt                   $    171      $    172
  Accounts payable and other 
    accrued expenses                   10,026         8,183
  Customer layaway deposits             2,100         1,976
  Federal income taxes payable              -           800
                                       ------        ------
  Total current liabilities            12,297        11,131

  Long-term debt, less current
    maturities                         42,916        16,244

  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                 70            97
    Authorized 40,000,000 shares; 
    6,967,867 issued and 6,958,834 
    outstanding in 1995
    9,728,904 issued and 9,719,871 
    outstanding in 1996;
  Class B Voting Common Stock, 
    convertible, par value $.01
    a share                                50           23
    Authorized 5,137,163 shares in 1995
    5,019,176 issued and outstanding in 1995
    Authorized 2,274,969 shares in 1996
    2,270,863 issued and outstanding in 1996

  Additional paid-in capital          114,236      114,301
  Retained earnings (deficit)          (4,209)        (666)
                                      -------      -------
                                      110,147      113,755
  Treasury stock (9,033 shares in 
    1995 and 1996)                        (35)         (35)
  Receivables from stockholders          (737)        (729)
                                      -------      -------
  Total stockholders' equity          109,375      112,991

  Commitments and contingencies

  Total liabilities and stockholders' 
    equity                           $164,588     $140,366
                                      =======      =======
See notes to consolidated financial statements.

            Consolidated Statements of Operations

                              Years Ended September 30,
                              1994        1995      1996
                            -----------------------------
                            (Dollars in thousands, except
                                     as indicated)
                              
Revenues:
  Sales                     $104,773   $115,220  $103,511
  Pawn service charges        63,169     74,254    70,115
                             -------    -------   -------
     Total revenues          167,942    189,474   173,626

Costs of goods sold           88,256    113,227    88,953
                             -------    -------   -------
     Net revenues             79,686     76,247    84,673

Operating expenses:
  Operations                  58,181     74,417    58,969
  Administrative              12,668     15,406    10,712
  Depreciation and 
    amortization               4,471      7,352     7,573
                              ------     ------    ------
     Total operating expenses 75,320     97,175    77,254
                              ------     ------    ------

Operating income (loss)        4,366    (20,928)    7,419
         
Interest expense               1,512      3,059     1,884

Income (loss) before 
  income taxes                 2,854    (23,987)    5,535

Income tax expense (benefit)   1,065     (8,138)    1,992
                             -------    -------   -------
Net income (loss)           $ 1,789    $(15,849) $  3,543
                            =======     =======   =======   
Earnings (loss) per share   $  0.15    $ ( 1.32) $   0.30
                            =======    ========  ========   
Weighted average shares      11,975      11,977    11,988

See notes to consolidated financial statements.

            Consolidated Statements of Cash Flows
                              
                                    Years Ended September 30,
                                 1994         1995         1996
                                 ------------------------------
                                     (Dollars in thousands)
Operating Activities:
  Net income (loss)             $1,789     $(15,849)     $3,543
  Adjustments to reconcile 
   net income (loss) to net 
   cash provided by (used in) 
   operating activities:
    Depreciation and 
     amortization                4,471        7,425       7,573
    Deferred income taxes       (3,804)        (139)          -
    Restructuring expenses           -        7,664           -
     Net gain/loss on sale 
      of assets                      -            -        (167)
  Changes in operating assets 
    and liabilities:
    Service charge receivable   (1,037)      (2,071)      1,190
    Inventory                  (22,523)      21,495       5,741
    Notes and accounts 
     receivable from 
     related parties                64         (153)         (3)
    Prepaid expenses and 
     other assets               (1,537)        (473)        (55)
    Accounts payable and 
     accrued expenses            2,372        2,243      (1,778)
    Customer layaway deposits      267           88        (124)
    Federal income taxes payable 3,307       (3,307)        800
    Deferred tax asset               -       (4,532)      1,192
    Income taxes recoverable       712       (4,236)      4,236
    Net cash provided by        ------       ------      ------
     (used in) operating 
     activities                (15,919)       8,155      22,148

Investing Activities:
  Pawn loans forfeited and 
     transferred to inventory   45,562       52,297      50,805
  Pawn loans made             (187,090)    (192,239)   (151,437)
  Pawn loans repaid            132,177      137,937     105,778
                               -------      -------     ------- 
                                (9,351)      (2,005)      5,146
  Additions to property, 
   plant and equipment         (15,107)     (10,813)     (5,836)
  Issuance of notes receivable 
   to related parties                -       (3,000)          -
  Acquisition of businesses     (1,455)           -           -
  Proceeds from sale of assets       -            -       2,031
    Net cash provided by 
     (used in) investing 
     activities                (25,913)     (15,818)      1,341

Financing Activities:
  Proceeds from bank borrowings 41,674       15,500       5,000
  Payments on bank borrowings   (8,263)      (9,518)    (31,671)
  Collections of stockholder 
   notes receivable                 37            7           8
  Increase in stockholder 
   notes receivable               (729)           -           -
  Sale of treasury stock             8            -           -
    Net cash provided by        ------       -------     ------
     (used in) financing 
     activities                 32,727         5,989    (26,663)
Increase (decrease) in cash     ------       -------     ------  
  and equivalents               (9,105)       (1,674)    (3,174)
Cash and equivalents at 
  beginning of period           15,372         6,267      4,593
  Cash and equivalents          ------        ------     ------
    at end of period            $6,267        $4,593     $1,419
                                ======        ======     ======
Cash paid during the periods for:
  Interest                      $1,226        $2,974     $2,481
  Income taxes                  $  850        $4,076     $    -

Noncash investing and financing 
  activities:
  Issuance of common stock to 
   401 (k) plan                 $   46        $   71     $   65

See notes to consolidated financial statements.

       Consolidated Statements of Stockholders' Equity
                              
                            Add'l   Retained           Receivables
                           Paid in  Earnings/ Treasury    from
              Common Stock Capital  (Deficit)   Stock  Stockholders  Total
              ------------------------------------------------------------
(Shares and dollars in thousands)

Balances at September 30, 1993
             11,977   120 $ 114,119   $9,851    $(43)      $(112) $123,935

Issuance of common stock to
  401 (k) plan
                  4             46                                      46
Increase in stockholder's notes
                                                            (729)     (729)
Sale of treasury stock                             8                     8
Reductions on stockholder notes                               37        37
Net income                             1,789                         1,789
              -------------------------------------------------------------
Balances at September 30, 1994        
              11,981  120  114,165    11,640     (35)       (804)  125,086

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

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

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

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

Organization:    The   Company  is  primarily   engaged   in
establishing,  acquiring,  and operating  pawnshops  in  the
southern  United  States.  As of  September  30,  1996,  the
Company  operated 246 locations in 12 states.  The pawnshops
function  as  sources of customer credit  and  as  specialty
retailers primarily of previously owned merchandise.

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

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

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

Inventory:   Inventory  is  stated  at  the  lower  of  cost
(specific identification) or market (net realizable  value).
Inventory  consists of merchandise acquired  from  forfeited
loans,  merchandise  purchased from  customers,  merchandise
acquired  from the acquisition of other pawnshops,  and  new
merchandise purchased from vendors.  The Company provides an
allowance  for shrinkage and valuation based on management's
evaluation  of  the  age, condition, and salability  of  the
merchandise.   The  valuation allowance  deducted  from  the
carrying  value  of  inventory amounted to  $14,043,981  and
$7,948,661  at  September 30, 1995 and  1996,  respectively.
See Note N for explanation of year to year change.

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

Property  and Equipment:  Property and equipment are  stated
at   cost.   Through  September  30,  1994,  provisions  for
depreciation  have  been computed on a  straight-line  basis
using estimated useful lives of 30 years for buildings and 5
to  15  years  for  equipment  and  leasehold  improvements.
Effective October 1, 1994, the Company revised its  estimate
of  the  useful life of its leasehold improvements  from  15
years  to  10 years. As a result, 1995 amortization  expense
increased by approximately $1,200,000, or $.07 per share  on
an after tax basis. For federal income tax purposes, cost is
recovered using accelerated methods.

Intangible  Assets:  Intangible assets consist primarily  of
excess   purchase   price  over  net  assets   acquired   in
acquisitions.   Excess cost over fair value  of  net  assets
acquired (or goodwill) is amortized on a straight-line basis
over  20 to 40 years (the expected period of benefit).   The
carrying value of goodwill is reviewed at the store level to
determine if the facts and circumstances suggest that it may
be  impaired.   If this review indicates that goodwill  will
not  be recoverable, as determined based on the undiscounted
cash  flows  of  the entity over the remaining  amortization
period,  the  Company's carrying value of  the  goodwill  is
reduced   by   the  estimated  shortfall  of   cash   flows.
Accumulated  amortization of intangibles was $4,115,933  and
$6,301,921 at September 30, 1995 and 1996, respectively.

Earnings  Per Common Share:  Earnings per share calculations
assume  exercise  of  all  outstanding  stock  options   and
warrants  with  appropriate adjustment to  weighted  average
shares  outstanding  using  the  treasury  stock  method  of
calculation.

Advertising:  Advertising costs are  expensed  as  incurred.
Advertising   expense   was   $5,172,913,   $6,284,033   and
$2,700,663  for the fiscal years ended September  30,  1994,
1995 and 1996, respectively.

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

Stock-Based  Compensation:  In October 1995,  the  Financial
Accounting  Standards Board issued FASB Statement  No.  123,
"Accounting  for Stock Based Compensation" which  prescribes
accounting  and  reporting  standards  for  all  stock-based
compensation  plans.  The Company is required to  adopt  the
Statement  for its fiscal year that begins October  1,  1996
and  is presently evaluating the Statement.  The Company has
yet   to  decide  upon  the  alternatives  provided  in  the
Statement.

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

Reclassifications:   Certain prior year  amounts  have  been
reclassified  to conform with the current year presentation,
including   presenting  gross  scrap  and  wholesale   sales
proceeds  in revenues rather than presenting the net  amount
in  cost  of  sales.    These amounts  were  $6,800,000  and
$13,800,000  for the fiscal years ended September  30,  1994
and 1995, respectively.  These classifications had no effect
on  results of operations or retained earnings as previously
reported.

Note B - Acquisitions

The  Company purchased the assets of 6 pawnshops during  the
year  ended September 30, 1994.  The acquisitions have  been
accounted for as purchases, and the assets and operations of
the  acquired  stores have been included in the accompanying
consolidated financial statements subsequent to the dates of
acquisition.   The acquisition costs of these purchases  was
approximately  $1,445,000  and  the  excess  of  the   total
acquisition  costs  over  the  fair  values  of  net  assets
acquired was approximately $202,000. Pro forma results  have
not  been  presented for 1994 since they  would  approximate
actual results.

Note C - Property and Equipment

Major  classifications  of property and  equipment  were  as
follows:
                                          September 30,
                                        1995        1996
                                     ---------------------
                                     (Dollars in thousands)
                              
Land                                    $ 1,453    $ 1,351
Buildings and improvements               26,868     28,488
Furniture and equipment                  18,933     20,673
                                         -----------------
  Total                                  47,254     50,512

Less - accumulated depreciation         (10,658)   (16,246)
                                         -----------------
                                        $36,596    $34,266
                                        ==================
Note D - Accounts Payable and Accrued Expenses

Accounts  payable  and  accrued expenses  consisted  of  the
following:
                                          September 30,
                                        1995        1996
                                     ---------------------
                                     (Dollars in thousands)
                              
Trade accounts payable               $ 2,267      $ 1,086
Accrued payroll and related expenses   1,494        2,113
Accrued interest payable                 313           10
Other accrued expenses                 5,952        4,974
                                     --------------------
                                     $10,026      $ 8,183
                                     ====================
Note E - Long-Term Debt

Long-term debt consisted of:
                                          September 30,
                                        1995        1996
                                     ----------------------
                                     (Dollars in thousands)
                              
Notes payable to individuals, 
with interest at 10% to 13%, 
payable in monthly installments 
of $16,270 including interest, 
maturing through June 2005 -
certain inventory, land, and 
buildings pledged as collateral       $    753    $    632

Note payable to bank with interest 
at 9.25%, payable in monthly 
installments of $9,204 including 
interest, from May 1, 1996 until 
June 1, 1997; thereafter, the
terms change annually until maturity 
in April 2000; collateralized by 
certain land and buildings                822         784

Note payable to bank under $50 
million line of credit agreement 
amended as of June 1996; interest 
on used portion payable monthly at 
prime rate or the bank's Eurodollar 
rate plus 1.50% (6.98% at September 
30, 1996); principal due January 1998  41,500      15,000

Junior subordinated note payable 
to stockholder of acquired company, 
with interest at 10% payable in monthly
installments of $4,206 including interest.
Note was paid in full December 1995.       12           -
                                       -------------------
                                       43,087       16,416

  Less current maturities                 171          172
                                      --------------------
                                      $42,916      $16,244
                                      ====================
The  Company  has  a $50,000,000 secured revolving  line  of
credit  with a bank of which $15,000,000 was outstanding  as
of  September 30, 1996. Credit availability is based upon  a
percentage  of inventory levels and outstanding pawn  loans.
As  of September 30, 1996, the additional borrowing capacity
was  $25 million.  Fees under the line of credit include  an
annual $25,000 agent fee and a commitment fee equal to  .35%
of  the unused amount of the commitment.  A facility fee  of
$75,000 was paid relating to the June 24, 1996 amendment  to
the  agreement.   Terms  of the loan  require,  among  other
things,  that the Company meet certain financial  covenants.
In   addition,  payment  of  dividends  and  incurrence   of
additional debt is restricted.

Terms  of the Company's other notes may also require,  among
other  things,  that  the  Company  meet  certain  financial
covenants.

Interest   expense   in  the  consolidated   statements   of
operations is shown net of interest income on investments in
the  amount of $25,500, $211,821 and $293,628 for the  years
ended September 30, 1994, 1995, and 1996, respectively.

Aggregate annual principal payment requirements on long-term
debt obligations for each of the following five years ending
September   30   are  as  follows:   1997   $171,794;   1998
$15,165,364; 1999 $163,882; 2000 $99,770; 2001 $83,512.

Note F - Common Stock and Warrants

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

At September 30, 1996, warrants to purchase 23,559 shares of
Class A Non-voting Common Stock and 4,106 shares of Class  B
Voting Common Stock at $6.17 per share were outstanding. The
warrants are exercisable through July 25, 2009.
The  Company has an Incentive Stock Option Plan (the "Plan")
under  which  options to purchase Class A Non-voting  Common
Stock may be granted to employees. Options granted under the
Plan  are generally granted at exercise prices equal  to  or
greater than the fair market value on the date of grant.  In
October 1994, the Board of Directors increased the number of
shares available under the Plan to 1,800,000 and amended the
Plan to provide accelerated vesting upon a change in control
of the Company.

As  of  September 30, 1996, the Company had 643,647  options
outstanding  (options granted less options canceled  due  to
employee termination) at exercise prices ranging from  $8.75
to  $21.75.  Of these options, 211,797 are vested  and  none
have been exercised. A summary of Plan activity for each  of
the  three fiscal years ended September 30, 1994, 1995,  and
1996 follows:
                      Stock Option Plans
                              
                        Number of Shares Price Range of Shares
                          Under Option       Under Option
                        ---------------- ---------------------
Outstanding at September 30, 1993
                            172,050          $21.75-$27.00
  Granted                   441,800          $13.00-$14.50
  Canceled                  (66,900)         $13.00-$26.75
  Exercised                       0               -
                           ---------       
Outstanding at September 30, 1994
                            546,950          $13.00-$27.00
  Granted                   402,969          $ 8.75-$12.50
  Canceled                 (230,081)         $10.38-$27.00
  Exercised                       0               -
                           ---------
Outstanding at September 30, 1995
                            719,838          $8.75-$21.75
  Granted                    62,624          $ 8.75
  Canceled                 (138,815)         $ 8.75-$21.75
  Exercised                       0               -
                           ---------
Outstanding at September 30, 1996
                            643,647          $8.75-$21.75
                           ========= 
Shares of reserved common stock at September 30, 1996,  were
as follows:

                                  Class A    Class B
                                 ----------  --------
Stock option plan                1,800,000         -
Stock warrants                      23,559     4,106
401(k) plan                         25,054         -
Conversion of Class B 
  Voting Stock                   2,274,969         -
                                 ---------    ------
                                 4,123,582     4,106
                                 =========    ======
Note G - Income Taxes

The federal income tax provision consisted of:
                              Years Ended September 30,
                          1994         1995           1996
                          --------------------------------
                              (Dollars in thousands)
                              
Current                   $5,100     $(3,660)       $  800
Deferred                  (4,035)     (4,478)        1,192
                          --------------------------------
                          $1,065     $(8,138)       $1,992
                          ================================

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

                               Years Ended September 30,
                           1994         1995           1996
                           --------------------------------
                              (Dollars in thousands)
                              
Income taxes at the federal 
  statutory rate           $  971    $(8,295)        $1,882
Effect of nondeductible 
  amortization of intangible 
  assets                       27         27             27
Other                          67        130             83
                           --------------------------------
                           $1,065    $(8,138)        $1,992
                           ================================
Income  before income taxes on the statements of  operations
differs from taxable income due to the following, which  are
accounted  for differently for financial statement  purposes
than  for federal income tax purposes and result in deferred
tax expense (benefit):
                               Years Ended September 30,
                           1994         1995            1996
                           ---------------------------------
                                 (Dollars in thousands)
                              
Inventory basis            $(4,286)   $  (964)       $   105
Provision for store closings
  and related charges            -     (3,615)        (1,365)
Other                          251        101             68
                           ---------------------------------
                           $(4,035)   $(4,478)       $(1,192)
                           =================================
Significant   components  of  the  Company's  deferred   tax
liabilities and assets as of September 30, 1995 and 1996 are
as follows:
                               Years Ended September 30,
                                   1995        1996
                               -------------------------
                                (Dollars in thousands)
Deferred tax liabilities:
  Book over tax inventory basis  $ 1,245     $  695
  Prepaid expenses                   227        311
                                 ------------------
    Total deferred tax liabilities 1,472      1,006
Deferred tax assets:
  Book over tax depreciation         676        665
  Inventory reserve                2,698      2,307
  Amortization of non-competes     1,417        535
  Accrued liabilities                922        762
  Other, net                         291         77
                                 -------------------
    Total deferred tax assets      6,004       4,346
    Net deferred tax asset 
     (liability)                 $ 4,532     $ 3,340
                                 ===================
Note H - Related Party Transactions

Pursuant  to  the  terms  of a financial  advisory  services
agreement,  an  affiliate  of the  general  partner  of  the
majority  stockholder  provides  management  consulting  and
investment  banking services to the Company for a  specified
monthly  retainer,  which was $25,000 as  of  September  30,
1994. Effective October 1, 1994, this retainer was increased
to   $33,333  per  month.  These  services  include  ongoing
consultation with respect to offerings by the Company of its
securities, including, but not limited to, the form, timing,
and   structure  of  such  offerings.  In  addition  to  the
retainer,  the  affiliate earns fees from  the  Company  for
other business and financial consulting services. Management
fees  and  expense reimbursements of $421,594, $557,210  and
$649,856  were  paid  to the affiliate in  the  years  ended
September 30, 1994, 1995, and 1996, respectively.

The  Company purchased an airplane from the former  Chairman
of  the  Board  for $113,000 in May 1994. At  September  30,
1996,  the Company's former Chairman of the Board  owes  the
Company  at least $24,433 plus accrued interest of at  least
$6,080.  This  amount  may  be  increased  subject  to   the
resolution  of a dispute between the Company and the  former
Chairman of the Board as to the crediting of a past  payment
on  the  debt.  Interest accrues at an annual  rate  of  ten
percent.  From July 1994 to August 1994, the Company  loaned
the  President  and  Chief  Executive  Officer  $729,113  to
purchase  50,000 shares of Class A Non-voting Common  Stock,
which  is  shown as a reduction of stockholders'  equity  in
these financial statements. Interest accrues annually  at  a
rate  equal to the prime rate plus one half of one  percent.
Interest  is  payable annually on December 31 of  each  year
until  June  30, 1999. As of September 30, 1996, the  amount
owed  is  $729,113 plus accrued interest  of  $48,048.   The
Company  records interest income on the loan and  offsetting
compensation expense for the same amount as a bonus  to  the
President and Chief Executive Officer.

In  October 1994, the Board of Directors approved agreements
which provide incentive compensation to the Chairman and the
Chief  Executive Officer based on growth in the share  price
of   the  Company's  publicly  traded  common  stock.   Both
executives  were  advanced  $1.5  million  evidenced  by   a
recourse  promissory note, due in 2004 and bearing  interest
at  the  minimum  rate  allowable  for  federal  income  tax
purposes  (ranging from 4.99% to 6.06% for 1996).  Specified
percentages of loan principal will be forgiven each time the
closing  price of the Company's Class A Common Stock exceeds
specified  Stock Price Targets for at least ten  consecutive
trading  days. The Stock Price Targets range from $22.50  to
$62.50  per  share and provide for complete  forgiveness  of
principal if the share price exceeds $32.50 per share within
five years or $62.50 per share within ten years. The Program
provides   that  Stock  Price  Targets  will   be   adjusted
proportionately  for certain capital transactions  and  that
the death or disability of the executive, or certain changes
in control, will result in forgiveness of the then remaining
principal  and interest. Accrued interest is forgiven  based
upon  continued employment of the executive and the  Company
is  required to reimburse each executive for the income  tax
consequences of this Program. Through September 30, 1996, no
Stock   Price  Targets  have  been  attained;   charges   to
operations  consist  of  interest  forgiveness  and  related
income  tax costs and totaled $307,815.  Also see Note  I  -
Leases.

Note I - Leases

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

                        Related Parties    Other     Total
                        ----------------------------------
                              (Dollars in thousands)
                              
          1997             $  284       $  8,959  $  9,243
          1998                224          7,918     8,142
          1999                140          6,280     6,420
          2000                  -          4,530     4,530
          2001                  -          3,348     3,348
          Thereafter            -          3,764     3,764
                           _______________________________
                           $  648        $34,799   $35,447
                           ===============================
Rent expense for the years was as follows:

                                   Related Parties     Total
                                   -------------------------
                                     (Dollars in thousands)
                              
          1994                     $  269             $7,352
          1995                        276              9,603
          1996                        245              9,722

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

Note J - Employment Agreement

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

Note K - 401(k) Plan

Effective  October 1, 1991, the Company's Board of Directors
established a 401(k) Plan whereby eligible employees of  the
Company   may   contribute  a  maximum  of  15%   of   their
compensation  within  allowable limits.   The  Company  will
match 25% of each employee's contribution, up to 6% of their
compensation,  in  the form of the Company's  Class  A  Non-
voting  Common Stock.  Contribution expense related  to  the
plan  for   1994, 1995 and 1996 was approximately   $71,000,
$66,000 and $65,000, respectively.

Note L - Contingencies

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

On  July  28,  1995, the Company terminated  the  Employment
Agreement  of  Courtland L. Logue, Jr.  ("Mr.  Logue"),  the
Company's  former Chairman and Chief Executive Officer,  and
an  owner  of approximately 19% of the Company's outstanding
voting securities (Class B Voting Common Stock).  Since  Mr.
Logue's termination, the Company has had ongoing discussions
with  him  concerning certain equipment leases  between  Mr.
Logue  and  the  Company,  as well  as  the  application  of
provisions  to  Mr. Logue's Employment Agreement  and  Stock
Purchase  Agreement with the Company.  The Company  believes
these agreements require, among other things, a $2.7 million
payment by Mr. Logue to the Company.  On March 8, 1996,  the
Company filed a lawsuit styled EZCORP, Inc. v. Courtland  L.
Logue,  Jr.  in  the 201st District Court of Travis  County,
Texas in an effort to bring resolution to this dispute.  Mr.
Logue  has  filed counter-claims relating to the  Employment
Agreement  and  certain equipment leases and  notes  entered
into between Mr. Logue and the Company.

Note M - Quarterly Information (Unaudited)

                           Year Ended September 30, 1996
            First Quarter Second Quarter Third Quarter Fourth Quarter
            ---------------------------------------------------------
                (Dollars in thousands, except per share amounts)

Total revenues    $51,433       $45,518       $38,129       $38,546
Net income            825           218         1,027         1,473
Net income per share
  Primary and fully 
   diluted          $0.07         $0.02         $0.09         $0.12

                           Year Ended September 30, 1995
             First Quarter Second Quarter Third Quarter Fourth Quarter
             ---------------------------------------------------------
                (Dollars in thousands, except per share amounts)
                              
Total revenues    $49,757       $43,239       $43,060      $53,418
Net income (loss)     841           (19)         (777)     (15,894)
Net income (loss) per share
  Primary and fully 
   diluted          $0.07        $(0.00)       $(0.06)      $(1.33)

Note N - Fiscal 1995 and Fiscal 1994 Special Charges

The  Company recorded the following pre-tax charges  in  the
quarter  ended  September 30, 1995, which  decreased  income
before taxes for the year ended September 30, 1995 by  $25.5
million:
                                                   Amount
                                           --------------------
                                          (Dollars in thousands)
                              
Inventory valuation                             $  8,740
Scrap jewelry liquidation                          6,633
Provision for store closings                       7,664
Other charges                                      2,469
                                                --------
                                                $ 25,506
                                                ========
During  the  fourth quarter ended September  30,  1995,  the
Company   identified  and  commenced  the   liquidation   of
approximately  $27  million in jewelry inventory  which  had
accumulated  primarily as a result  of  a  $20  million  new
jewelry program undertaken in prior periods and as a  result
of  past  lending  practices. The Company sold  or  scrapped
$15.6  million of this jewelry (included in "Cost  of  Goods
Sold")  and  realized  $8.9 million  of  cash  (included  in
"Merchandise Sales") in the fourth quarter of 1995.  Largely
as a result of the scrapping activity, the Company increased
its valuation reserve by $8.7 million (included in "Cost  of
Goods  Sold").  The remaining jewelry was liquidated  during
1996.

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

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

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

The  Company recorded the following pre-tax charges  in  the
quarter  ended  September 30, 1994, which  decreased  income
before  taxes for the year ended September 30, 1994 by  $9.3
million:
                                           Amount
                                   ---------------------      
                                   (Dollars in thousands)
                              
  Inventory valuation                    $  4,900
  Pawn service charge difference            1,900
  Organization changes                      1,300
  Pending litigation and wage and 
    hour investigation                        800
  Other charges                               400
                                         --------
                                         $  9,300
                                         ========
In Fiscal 1994, a $4.9 million charge was made for inventory
valuation,  consisting  of  $2.2  million  in  markdowns  on
merchandise sold through a company-wide clearance sale and a
$2.7  million  increase in the inventory  valuation  reserve
($2.4  million included in "Merchandise Sales"; $6.7 million
included  in "Cost of Goods Sold"; and $0.6 million included
in "Operations" expense).

During   Fiscal  1994,  the  Company  implemented  a  newly-
developed  computer  software program to  calculate  accrued
pawn  service  charges on a loan-by-loan basis.   Previously
this accrual was based on a store-by-store calculation using
pawn service charge collections, loan principal payments and
other  information available to management.  The  difference
in these two methods amounted to a $1.9 million reduction in
accrued  pawn  service charges (included  in  "Pawn  Service
Charges").  While it is impractical to assign this amount to
specific prior periods, management believes that most of the
difference is attributable to the Fiscal 1994 period.

The   Fiscal  1994  special  charge  included  $2.4  million
primarily  for  a  pending wage and hour  investigation  and
organizational changes ($0.8 million in "Operations" expense
and $1.6 million in "Administrative" expense).

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

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

                          PART III

Item 10. Directors and Executive Officers of the Registrant

      The executive officers and directors of the Company as
of December 2, 1996 are as follows:

     Name                       Age       Title
     Sterling B. Brinkley(1)    44   Chairman of  the  Board
                                     of Directors
     Vincent A. Lambiase(1) (3) 56   President,     Chief
                                     Executive    Officer,    and
                                     Director
     Daniel N. Tonissen(1) (3)  46   Senior  Vice President,
                                     Chief   Financial   Officer,
                                     Assistant   Secretary,   and
                                     Director
     Steven R. Griessen         37   Vice President Development
     J. Jefferson Dean (4)      30  Secretary and Director
     Mark C. Pickup(2) (4)      46  Director
     Richard D. Sage (2)(4)     56  Director
     --------------------------
     (1) Member of Executive Committee
     (2) Member of Incentive Compensation Committee
     (3) Member of Section 401(k) Plan Committee
     (4) Member of Audit Committee

      The Class B Stockholders intend to re-elect the above-
listed  directors  at  the Annual Stockholders'  Meeting  on
March 5, 1997.

     Mr. Brinkley has served as either Chairman of the Board
or  Chairman  of  the Executive Committee of  the  Board  of
Directors  of  the Company since 1989. He has  served  as  a
Managing Director of Morgan Schiff & Co., Inc., an affiliate
of Mr. Phillip Cohen, from 1986 to 1990 and currently serves
as  a consultant to Morgan Schiff & Co., Inc. See " Security
Ownership of Certain Beneficial Owners and Management."  Mr.
Brinkley  has  also  served  as Chairman  of  the  Board  or
Chairman  of  the Executive Committee of Crescent  Jewelers,
Inc.,  a  111-store jewelry chain since 1988.  In  addition,
since  1990,  he  has served as Chairman  of  the  Board  or
Chairman of the Executive Committee of Friedman's,  Inc.,  a
321-store jewelry chain, and MS Pietrafesa, L.P., an apparel
manufacturing  business.  In  addition,  Mr.   Brinkley   is
President  and Chairman of the Board of MS Pawn Corporation,
the  general partner of MS Pawn Limited Partnership.  Morgan
Schiff  &  Co.,  Inc.,  Crescent  Jewelers,  Inc.,  and   MS
Pietrafesa, L.P. are affiliates of the Company.

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

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

       Mr.   Griessen  has  served  as  Vice  President   of
Development  for  the  Company  since  November   1995.   He
previously  served  as  Director of  Construction  and  Real
Estate  from  September 1994 to October 1995. From  1988  to
1994,  he  worked  for  Blockbuster Entertainment,  Inc.  as
Manager  of Construction for the Central and Eastern  United
States.

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

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

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

Committees of the Board

      The Board of Directors held nine meetings and acted by
unanimous consent on three other occasions during  the  year
ended  September  30,  1996.  The  Board  of  Directors  has
appointed four committees, an Executive Committee, an  Audit
Committee, an Incentive Compensation Committee and a Section
401(k)   Plan  Committee.  The  members  of  the   Executive
Committee  for Fiscal 1996 were Mr. Brinkley,  Mr.  Lambiase
and   Mr.  Tonissen.  The  Executive  Committee  held   four
meetings,  which all members attended. The  members  of  the
Audit  Committee for Fiscal 1996 were Mr. Pickup, Mr.  Sage,
Mr.  Brinkley  (until  March 6, 1996)  and  Mr.  Dean  (non-
voting).  The Audit Committee held five meetings  which  all
members  attended.  The  Incentive  Compensation  Committee,
comprised of Mr. Pickup, Mr. Sage, and Mr. Dean (until March
6,  1996)  held three meetings during Fiscal 1996 which  all
members attended. The committee that administers the Section
401(k)  Plan  consists of Mr. Lambiase and Mr. Tonissen  and
held one meeting during Fiscal 1996 which all of its members
attended.  All directors attended more than 75% of the total
number  of  meetings of the Board and of the  committees  on
which they serve.

Compliance with Section 16(a) of the Exchange Act

      All officers and directors were timely throughout  the
fiscal year in filing all reports required by Section  16(a)
of  the  Exchange Act with the exception of Mr.  Sage  whose
Form 4 was filed 135 days late and whose Form 5 was filed 39
days late and Ms. Berger (a former officer) whose Form 5 was
filed one day late.

Item 11.  Executive Compensation

Cash Compensation
     The following table sets forth compensation paid by the
Company  and  its  subsidiaries for services  during  Fiscal
1994,  Fiscal  1995, and Fiscal 1996 to the Company's  Chief
Executive  Officer, and to each of the Company's  four  most
highly  compensated  executive officers whose  total  annual
compensation   exceeded   $100,000   (such   four    persons
collectively  herein  referred to as  the  "Named  Executive
Officers").
                                                      All other
 Name and Principal         Annual Compensation     Compensation
     Position       Year Salary($) Bonus($) Other($)  ($)(1)(2)
- ----------------------------------------------------------------
Sterling B. Brinkley1994  200,000     -         -           -
  Chairman of the
  Board(3)          1995  298,397    62,400   58,883        -
                    1996  300,000    84,565   79,799        -

Vincent A. Lambiase 1994   87,500         -   42,625        -
  President & Chief 
  Executive Officer(4)
                    1995  343,269   134,251  381,048    3,780
                    1996  350,000   149,611  211,878    3,780

Daniel N. Tonissen  1994   15,948
  Senior Vice President,  
  Chief Financial   1995  152,024            116,250    1,674
  Officer, and
  Assistant 
  Secretary(5)      1996  155,000             40,474    1,674

Mark A. Stuart
  Former Vice President 
  and               1995  125,198             73,168    1,436
  Chief Marketing 
  Officer(6)        1996  119,904                         783

John D. Woodward
  Former Vice 
  President         1995  104,493             77,854    1,116
  Human Resources(7)1996  134,537                         837

Steven R. Griessen
  Vice President
  Development(8)    1996  115,000                       1,080

J. Jefferson Dean
  Secretary (9)     1996  100,000                       1,080
- -------------------
(1)  The  Company's long-term compensation program for  most
     senior  officers  does not include long-term  incentive
     payouts,  stock  options,  SARs,  or  other  forms   of
     compensation
(2)  This  category  includes  the value  of  any  insurance
     premiums paid on behalf of the named executive.
(3)  Mr.   Brinkley's  Other  Annual  Compensation  includes
     $79,799 for payment of taxes for Fiscal 1996.
(4)  Mr.   Lambiase's  Other  Annual  Compensation  includes
     $104,182 for payment of taxes for Fiscal 1996.
(5)  Mr.   Tonissen's  Other  Annual  Compensation  includes
     $20,000 for relocation expenses for Fiscal 1996.
(6)  Mr. Stuart resigned effective March 1996.
(7)  Mr. Woodward resigned effective March 1996.
(8)  Mr.  Griessen  became  Vice President  Development  on
     November 29, 1995.
(9)  Mr. Dean became Secretary on November 29, 1995.

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

     In addition to a minimum base salary of $350,000 (which
may  be  increased by the Board of Directors), the agreement
entitles Mr. Lambiase to receive a bonus of 75% or  more  of
his  base compensation based upon objectives determined each
year  by  the Executive Committee of the Board of Directors.
The agreement also provides for a loan by the Company to Mr.
Lambiase  of  sufficient cash to purchase 50,000  shares  of
Company  stock. Mr. Lambiase purchased such stock at various
times  between  July  25, 1994 and August  11,  1994  at  an
average  price per share of $14.49. The Company  loaned  Mr.
Lambiase  a  total  of  $729,113  to  purchase  this  stock.
Interest,  charged at the prime rate plus  one-half  of  one
percent,  is  payable annually on December 31 of  each  year
until  the  earlier of June 30, 1999, or one year after  the
death  or permanent disability of Mr. Lambiase or a  default
in  payment  on the loan. The agreement also grants  to  Mr.
Lambiase  the option to purchase, pursuant to the  Company's
Long-Term Incentive Plan, 250,000 shares of the Class A Non-
voting stock of the Company.

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

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

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

      The  Company entered into an Employment Agreement with
Courtland  L.  Logue, Jr. (Mr. Logue), the Company's  former
Chairman and Chief Executive Officer on July 25, 1989, which
was  amended in September 1990 and in July 1994. On July 28,
1995,  the  Company  terminated Mr.  Logue's  contract.  The
Company  has  made  demand  that Mr.  Logue  pay  monies  in
connection  with  a performance right contained  in  Section
5(o)  of a stock purchase agreement between Mr. Logue and  a
predecessor  Company, explained below. The Company  and  Mr.
Logue have not yet resolved this issue.

       The  Employment  Agreement  referred  to  above  also
contains  provisions prohibiting Mr. Logue  from  disclosing
any  information  at  any time which is proprietary  to  the
Company, or from using such information in any manner  which
would  cause  loss or damage to the Company.  The  Agreement
also  provides that if it is breached by Mr.  Logue,  he  is
required  by the provisions of the Second Amendment  to  the
Stock  Purchase Agreement, to pay the Company  cash  in  the
amount  of approximately $2.7 million as liquidated damages.
The  Company has made a demand for such payment. In addition
to  the  provisions of the Employment Agreement,  the  Stock
Purchase Agreement executed by Mr. Logue in connection  with
the   acquisition  by  the  Company  of  the  stock  of  the
Predecessor,  prohibits  Mr.  Logue  from  engaging  in  any
activity  which  is  substantially in  competition  with  or
detrimental to the business of the Company for a  period  of
twenty   (20)  years  following  the  consummation  of   the
transaction.  While  it  is unclear whether  a  court  would
enforce  all  aspects of the non-competition  agreement  set
forth  in  the Stock Purchase Agreement in strict accordance
with its terms, the Company believes that the provisions  of
the  Employment Agreement and the requirement that Mr. Logue
pay  liquidated damages for breach of such are  enforceable.
The Company and Mr. Logue have not reached agreement on what
his   current   obligations  are  with  respect   to   these
agreements.  See "Legal Proceedings."

      Outside directors receive between $12,000 and  $25,000
per annum for their services on the Board and its committees
as well as the reimbursement of their out-of-pocket expenses
to attend Board and Committee meetings.
           Aggregate Options/SAR Exercises in Last
          Fiscal Year and FY-End Option/SAR Values

      The  following  table sets forth  certain  information
concerning  the exercise of stock options (or  tandem  SARs)
and  freestanding  SARs  in Fiscal 1996  and  the  value  of
unexercised  options  and SARs held by  each  of  the  Named
Executive  Officers at the end of the Company's last  fiscal
year.
                       Number  of Securities Values of Unexercised
                       Underlying Unexercised    In-the-Money
                          Options/SARs at       Options/SARs at
                               FY-End (#)         FY-End($)(1)
  Shares acquired  Value     Exercisable/         Exercisable/
 on Exercise (#) Realized ($) Unexercisable        Unexercisable
Name                   
- ------------------------------------------------------------------- 
Sterling B. Brinkley    
   Chairman of the Board
         -           -          50,000/75,000              0/0
   
Vincent A. Lambiase  
   President & Chief Executive Officer
         -           -         100,000/150,000             0/0

Daniel N. Tonissen 
   Senior Vice President, Chief Financial
   Officer, and Assistant Secretary
         -           -           4,863/19,450              0/0

John D. Woodward (2)   
   Former Vice President Human Resources
         -           -           7,086/28,343              0/0

Mark A. Stuart (2)   
   Former Vice President and Chief Marketing Officer
         -           -           5,588/22,350              0/0

Steven R. Griessen 
   Vice President Development
         -           -           4,000/16,000              0/0

J. Jefferson Dean
    Secretary
         -           -                -                     -

(1)  Values stated are based upon the closing price of $6.50
     per  share  of the Company's Class A Non-voting  Common
     Stock on The Nasdaq Stock Market on September 30, 1996,
     the last trading day of the fiscal year.
(2)  Options  granted  to Mr. Stuart and Mr.  Woodward  were
     canceled following their resignations in March 1996.

Compensation Pursuant to Plans

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

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

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

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

      As  of  September  30, 1996, the Company  had  643,647
active  options  outstanding (options granted  less  options
canceled due to employee termination) at prices ranging from
$8.75  to  $21.75. Of these options, 216,231 are vested  and
none   have  been  exercised.   See  Notes  to  Consolidated
Financial Statements - Note F "Common Stock and Warrants."

401(k) Plan
      On  June 6, 1991, the Company adopted the EZCORP, Inc.
401(k)  Plan, a savings and profit sharing plan intended  to
qualify  under Section 401(k) of the Code. Under  the  plan,
employees  of the Company and those subsidiaries that  adopt
it  may  contribute up to 15% of their compensation (not  to
exceed  $9,500 in 1996) to the plan trust. The Company  will
match  25%  of an employee's contributions up to 6%  of  his
compensation. Employer contributions may be made in the form
of or invested in Class A Common Stock. Contribution expense
related to the plan for 1996 was approximately $65,000.  The
Company's contributions vest based on the employee's  length
of  service with the Company and its subsidiaries, with  20%
of  the  total  contributions vesting  each  year  once  the
employee  has  three  years of service.  On  termination  of
employment,   an   employee  will   receive   all   of   his
contributions  and  any  vested  portion  of  the  Company's
contributions, as adjusted by any earnings and losses.

Compensation Committee Interlocks and Insider Participation
      For  Fiscal 1996, the Company's Compensation Committee
was  comprised of Messrs. Pickup, Sage and Dean (until March
6,  1996).  Mr. Brinkley, during Fiscal 1996,  served  as  a
director  and  an executive officer of the  Company  and  MS
Pietrafesa,  L.P.   Mr. Dean, during  Fiscal  1996,  was  an
executive officer and a director of MS Pietrafesa, L.P., and
was  an executive officer and director of the Company.   The
Company  and  MS  Pietrafesa, L.P. are  both  controlled  by
investment  partnerships  or  a  corporate  general  partner
controlled by Mr. Phillip E. Cohen. See "Security  Ownership
of  Certain  Beneficial Owners and Management."  Information
concerning certain transactions between certain of the above-
named  persons and the Company is described elsewhere  under
the  caption  "Certain Transactions,"  which  disclosure  is
incorporated herein by reference.

Item  12.   Security Ownership of Certain Beneficial  Owners
and Management

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

      The  table below sets forth information regarding  the
beneficial  ownership of the Company's Common  Stock  as  of
December  2,  1996  for  (i) each of the  Company's  current
directors, (ii) beneficial owners known to the registrant to
own  more  than  five percent of any class of the  Company's
voting  securities,  and  (iii)  all  current  officers  and
directors as a group.

                            Class A          Class B
                          Non-voting          Voting
Name and Address         Common Stock     Common Stock  Voting
of the Beneficial Owners
(1)                     Number Percent   Number Percent Percent
- ---------------------------------------------------------------
MS  Pawn Limited Partnership(2) (3)(9)(10)
                      1,845,570 15.89% 1,647,785 80.76%  80.76%
MS Pawn Corporation
Phillip Ean Cohen
280 Park Avenue, 26th Floor, East Bldg.
New York, New York  10017

Sterling B. Brinkley(3)(4)
                         76,191 0.76%   174,424   8.57%      --
280 Park Avenue, 26th Floor, East Bldg.
New York, New York  10017

Vincent A. Lambiase(5)  163,150 1.62%       --     --        --
1901 Capital Parkway
Austin, Texas  78746

Daniel N. Tonissen(6)    14,725 0.15%       --     --        --
1901 Capital Parkway
Austin, Texas  78746

Steven R. Griessen(7)    12,000 0.12%       --     --        --
1901 Capital Parkway
Austin, Texas  78746

J. Jefferson Dean(3)     10,634 0.11%    26,968   1.32%      --
1901 Capital Parkway
Austin, Texas  78746

Mark C. Pickup            1,600 0.02%       --     --        --
6734 Corte Segunda
Martinez, California  94553

Richard D. Sage           7,570 0.08%       --     --        --
6100 S.W. 128th Street
Miami, Florida  33156

Courtland L. Logue, Jr.(10)
                        972,742 9.40%    392,617  19.28%  19.28%
3016 Hatley Drive
Austin, Texas  78746

All officers and directors as a group
(seven persons)(2)(3)(8)
                        285,686 2.82%    201,392  9.89%     --
- -----------------------------------
(1)  Except as indicated in the footnotes to this table, the
     persons  named  in  the  table  have  sole  voting  and
     investment power with respect to all shares of Class  B
     Common  Stock  shown  as beneficially  owned  by  them,
     subject to community property laws where applicable.
(2)  MS  Pawn Corporation is the general partner of MS  Pawn
     and  has  the sole right to vote its shares of Class  B
     Common Stock and to direct their disposition. Mr. Cohen
     is  the  sole  stockholder of MS Pawn Corporation.  See
     "Certain Relationships and Related Transactions."   Mr.
     Cohen  also owns 189,341 shares of Class A common stock
     directly.
(3)  Class  B  Common Stock shares owned by Messrs. Brinkley
     and  Dean  are  owned indirectly through  ownership  of
     units of limited partnership interests in MS Pawn.  The
     number  of  Class A Common Stock shares shown  includes
     the  pro  rata portion of the 7,152 warrants  that  are
     owned indirectly by each director through ownership  of
     units of limited partnership interests in MS Pawn.  The
     directors named have no right to vote or to direct  the
     disposition  of these shares, and, consequently,  these
     shares  are  not  included  in  the  Voting  Percentage
     column.
(4)  Includes  options to acquire 50,000 shares of  Class  A
     Common Stock at $14.00 per share.
(5)  Includes options to acquire 100,000 shares of  Class  A
     Common Stock at $13.00 per share.
(6)  Includes  options to acquire 9,725 shares  of  Class  A
     Common Stock at $12.75 per share.
(7)  Includes options to acquire 8,000 shares  of  Class  A
     Common Stock at $12.50 per share.
(8)  Includes options to acquire 167,725 shares of  Class  A
     Common  Stock at prices ranging from $12.50  to  $14.00
     per  share and warrants to acquire 1,406 Class A Common
     Stock shares at $6.17 per share.
(9)  Includes  warrants for 7,152 shares of Class  A  Common
     Stock and 4,106 shares of Class B Common Stock held  by
     MS Pawn and warrants for 1,292 shares of Class A Common
     Stock held by Mr. Cohen..
(10) The  number  of shares and percentage reflect  Class  B
     Common  Stock  which is convertible to Class  A  Common
     Stock.

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

Item 13.  Certain Relationships and Related Transactions

      In 1989, Courtland L. Logue, Jr., the Company's former
Chairman and Chief Executive Officer, borrowed $62,812  from
a  subsidiary  of the Company. Of this amount,  the  Company
believes  that Mr. Logue owes at least $24,433 plus  accrued
interest of at least $6,080 at September 30, 1996 subject to
the resolution of a dispute about whether a previous payment
should  be  credited  toward the  note.  This  debt  accrues
interest  at the rate of 10% per annum. If this  dispute  is
resolved in Mr. Logue's favor, the maximum amount Mr.  Logue
owed  on  this  Note in Fiscal 1996 would  be  $24,433  plus
accrued interest to May 22, 1995. The Company and Mr.  Logue
have not reached an agreement as to what Mr. Logue's current
obligations   are  on  this  Note.  Also,   see   "Executive
Compensation  - Employment Agreements" for a  discussion  of
other payment demands the Company has made from Mr. Logue.

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

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

      The  Company  is  the lessee under a  lease  agreement
through  May 1998 for a pawnshop location in Houston,  Texas
in  which  Mr.  Logue has a 50% interest. On  an  annualized
basis,  the Company pays $53,280 as lessee of this property,
of  which  Mr.  Logue  is entitled to receive  $26,640.  The
Company  also paid $8,647 in lease payments in  Fiscal  1996
for  an  automobile  originally leased by  Mr.  Logue.   The
Company  has since returned the automobile at the expiration
of the lease term.

     In 1986, a Predecessor of the Company borrowed $238,320
from  Mr.  Logue Sr., which loan bears interest at  10%  per
annum. In Fiscal 1996, the Company paid $12,411 in principal
and  $173 in interest to Mr. Logue Sr. with respect to  this
obligation, which paid the note in full.

      The  Company  and Morgan Schiff & Co.,  Inc.  ("Morgan
Schiff"),  whose sole stockholder is Mr. Cohen, are  parties
to  a  Financial Advisory Agreement renewed January 1, 1996,
pursuant  to which Morgan Schiff receives certain  fees  for
its provision of financial advisory services to the Company.
These   services  include,  among  other  matters,   ongoing
consultation  with  respect to the  business  and  financial
strategies  of  the Company. In Fiscal 1996,  Morgan  Schiff
received  $33,333 per month for its services as a  financial
advisor and received expense reimbursements of $249,856. The
Company anticipates renewing this agreement in fiscal 1997.

                           PART IV

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

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

     Consolidated Financial Statements
     
     Report of Independent Auditors
     
     Consolidated Balance Sheets as of September 30, 1996
     and 1995
     
     Consolidated Statements of Operations for each of the
     three years in the period ended
     September 30, 1996
     
     Consolidated Statements of Cash Flows for each of the
     three years in the period ended
     September 30, 1996
     
     Consolidated Statements of Stockholders' Equity for
     each of the three years in the period ended September
     30, 1996
     
     Notes to Consolidated Financial Statements.

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

     Schedule VIII - Allowance for Valuation of Inventory

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

   (3)Listing of Exhibits (included herein)

(b)  Through the fourth quarter ended September 30, 1996,
     the Company has not filed any reports on Form 8-K.

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

                   Balance at      Additions                  Balance at
                   Beginning  Charged to Charged to            End of
Description        of Period  Expense   Other Accts.Deductions Period
- ------------------------------------------------------------------------

Allowance for valuation of inventory:

Year ended September 30, 1994
                     $  1.3   $  4.5          -       $  0.8   $  5.0
                     ------   ------      ------      ------   ------
Year ended September 30, 1995
                     $  5.0   $ 12.3          -       $  3.3   $ 14.0
                     ------   ------      ------      ------   ------
Year ended September 30, 1996 
                     $ 14.0   $  5.4           -      $ 11.5   $  7.9
                     ------   ------      ------      ------   ------

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

                     Listing of Exhibits

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

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

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

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

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

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

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

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

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

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

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

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

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

10.8  omitted                             N/A

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

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

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

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

10.13 omitted                             N/A

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

10.15 omitted                             N/A

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

10.17 omitted                             N/A

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

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

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

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

10.22 Amendment to Employment             Exhibit 10.22 to the Registra-
      Agreement of Courtland L. Logue,    tion Statement on Form S-1
      Jr. dated September 1990.           effective August 23, 1991
                                          (File No. 33-41317)

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

10.24 omitted                             N/A

10.25 omitted                             N/A

10.27 omitted                             N/A

10.28 omitted                             N/A

10.29 omitted                             N/A

10.30 omitted                             N/A

10.31 omitted                             N/A

10.32 omitted                             N/A

10.33 omitted                             N/A

10.34 omitted                             N/A

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

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

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

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

10.39 Section 125 Cafeteria Plan.         Exhibit 10.39 to the Registra-
                                          tion Statement on Form S-1
                                          effective August 23, 1991
                                          (File No. 33-41317)

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

10.41 omitted                             N/A

10.42 omitted                             N/A

10.43 omitted                             N/A

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

22.1  Subsidiaries of Registrant.*           N/A

23.1  Consent of Ernst & Young LLP.*         N/A

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

                        Exhibit 11.1
                              
    STATEMENT REGARDING CALCULATION OF PER SHARE EARNINGS

                                   Years Ended September 30,
                                 1994        1995         1996
                                ------------------------------
Primary and Fully Diluted:
  Weighted average number of common
      shares outstanding during the year
                               11,975,323  11,977,480  11,988,222
                               ----------  ----------  ----------
            Total shares       11,975,323  11,977,480  11,988,222
                               ==========  ==========  ==========

  Net income (loss) available to common
      stockholders             $1,788,920 $(15,849,307) $3,542,728
                               ---------- ------------  ----------
  Net income (loss) per common share  
                               $      .15 $      (1.32)$     0.30
                               ========== ============ ===========

                        EZCORP, Inc.
                              
                        Exhibit 22.1
                              
     Form 10-K for Fiscal Year Ended September 30, 1996

- ------------------------------------------------------------------

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

               
              ---------------------               
               
              (1)  EZPAWN    Mississippi,     Inc.
                   merged  with  EZPAWN  Holdings,
                   Inc.   on   January  1,   1995,
                   leaving  EZPAWN Holdings,  Inc.
                   as the surviving entity.
              (2)  EZ   Car  Sales,  Inc.   is   a
                   subsidiary      of       EZPAWN
                   Tennessee, Inc.
              (3)  EZPAWN  Texas, Inc. transferred
                   all   its   assets   to   Texas
                   EZPAWN,  L.P., a Texas  limited
                   partnership,  of  which  EZPAWN
                   Holdings,    Inc.,     formerly
                   EZPAWN   Texas,  Inc.  is   the
                   limited   partner,  and   Texas
                   EZPAWN Management, Inc. is  the
                   sole  general partner and holds
                   a  certificate of authority  to
                   conduct business in Texas.
                        Exhibit 23.1

                              
                CONSENT OF ERNST & YOUNG LLP

     We consent to the incorporation by reference in the
Registration Statement (Form S-8 No. 33-63078) pertaining to
the 1991 EZCORP, Inc. Stock Incentive Plan and the
Registration Statement (Form S-8 No. 33-63082) pertaining to
the EZCORP, Inc. 401(k) Plan of our report dated November
14, 1996 with respect to the consolidated financial
statements and schedule of EZCORP, Inc. and subsidiaries
included in the Form 10-K for the year ended September 30,
1996.

                              ERNST & YOUNG LLP

Austin, Texas
December 20, 1996

                         SIGNATURES

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

                              EZCORP, Inc.

December 20, 1996             By: _______________________
                                   (Vincent A. Lambiase)
                                   (President & Chief
                                    Executive Officer)

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

          Signature            Title                   Date

/s/  Sterling B. Brinkley Chairman of the Board       December 20, 1996
                          of Directors

/s/  Vincent A. Lambiase  President, Chief Executive  December 20, 1996
                          Officer & Director
                          (Principal Executive Officer)

/s/  Daniel  N.  Tonissen Senior Vice President,      December 20, 1996 
                          Chief Financial Officer 
                          & Director
                          (Principal Financial and
                          Accounting Officer)

/s/  Mark C. Pickup       Director                    December 20, 1996

/s/ J. Jefferson Dean     Secretary & Director        December 20, 1996

/s/  Richard D. Sage      Director                    December 20, 1996

 5
 1,000

                   3-MOS                   12-MOS
                          SEP-30-1996             SEP-30-1996
                              JUL-1-1996              OCT-1-1995
                               SEP-30-1996             SEP-30-1996
                                           1,419                   1,419
                                         0                       0
                                   44,898                  44,898
                                         0                       0
                                     35,834                  35,834
                                87,289                  87,289
                                          50,512                  50,512
                                  16,246                  16,246
                                 140,366                 140,366
                           11,131                  11,131
                                              0                       0
                                0                       0
                                          0                       0
                                           120                     120
                                     112,871                 112,871
                   140,366                 140,366
                                         20,435                 103,511
                                38,546                 173,626
                                           17,543                  88,953
                                   35,970                 166,207
                                     0                       0
                                     0                       0
                                 282                   1,884
                                  2,294                   5,535
                                       821                   1,992
                              1,473                   3,543
                                       0                       0
                                      0                       0
                                            0                       0
                                     1,473                   3,543
                                     0.12                    0.30
                                     0.12                    0.30