UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                              SCHEDULE 13D
                Under the Securities Exchange Act of 1934
                       (Amendment No. ______)*

                              EZCORP, INC.
                            (Name of Issuer)

                      Common Stock, $.01 Par Value
                     (Title of Class of Securities)

                                302301106
                             (CUSIP Number)

       Austin W. Marxe, 153 East 53rd Street, New York, NY  10022

                             (212) 207-6500
              (Name, Address and Telephone Number of Person
            Authorized to Receive Notices and Communications)

                              December 1, 2000
             (Date of Event Which Requires Filing Statement)

If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
S240.13d-(e), 240.13d-1(f) or 240.13d-(g), check the following
box  __.

Note: Six copies of this statement, including all exhibits,
should be filed with the Commission.  See S240.13d-7(b) for other
parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with
respect to the subject class of securities, and for any
subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.

The information required in the remainder of the cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to
the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).

CUSIP No. 302301106                    Page 2 of 8 Pages

1.   NAME OF REPORTING PERSONS
     SS or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

      Special Situations Fund III, L.P. F13-3737427
      MGP Advisers Limited Partnership * F13-3263120

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                    (a)
                                                    (b) X
3.   SEC USE ONLY

4.   SOURCE OF FUNDS
          00

5.   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT  TO ITEMS 2(d) OR 2(e)

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

          Delaware

NUMBER OF      (7) SOLE VOTING POWER  See Marxe/Greenhouse
SHARES
BENEFICIALLY   (8) SHARED VOTING POWER       None
OWNED BY
 EACH          (9) SOLE DISPOSITIVE POWER  See Marxe/Greenhouse
REPORTING
PERSON WITH    (10) SHARED DISPOSITIVE POWER    None

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
        PERSON

        2,097,100

12.   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
        SHARES

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     19.4

 14.  TYPE OF REPORTING PERSON

        IV/IA

*AWM Investment Company, Inc., a Delaware corporation, is the
General Partner of this entity.

CUSIP No. 302301106         Page 3 of 8 Pages

1.   NAME OF REPORTING PERSONS:
      SS or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    Special Situations Cayman Fund, L.P. (the "Cayman Fund") -
     98-0132442
    AWM Investment Company, Inc. ("AWM") 11-3086452

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                (a)
                                                (b) X
3.   SEC USE ONLY

4.   SOURCE OF FUNDS

          00

5.   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT  TO ITEMS 2(d) OR 2(e)

6.   CITIZENSHIP OR PLACE OF ORGANIZATION
        AWM - Delaware
       The Cayman Fund - Cayman Islands

NUMBER OF      (7) SOLE VOTING POWER  See Marxe/Greenhouse
SHARES
BENEFICIALLY   (8) SHARED VOTING POWER       None
OWNED BY
 EACH          (9) SOLE DISPOSITIVE POWER  See Marxe/Greenhouse
REPORTING
PERSON WITH    (10) SHARED DISPOSITIVE POWER    None

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
        PERSON

          664,000

12.   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
        SHARES

13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

        6.1%

14.  TYPE OF REPORTING PERSON

        IV/IA

 CUSIP No. 302301106                        Page 4 of 8 Pages

1.   NAME OF REPORTING PERSONS:
      SS or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

      Austin W. Marxe
      David M. Greenhouse

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                       (a)
                                        (b) X

 3.   SEC USE ONLY

4.   SOURCE OF FUNDS
           00

5.   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)

6.   CITIZENSHIP OR PLACE OF ORGANIZATION
         United States of America

NUMBER OF      (7) SOLE VOTING POWER      2,761,100
SHARES
BENEFICIALLY   (8) SHARED VOTING POWER       None
OWNED BY
 EACH          (9) SOLE DISPOSITIVE POWER  2,761,100
REPORTING
PERSON WITH    (10) SHARED DISPOSITIVE POWER    None

11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
        PERSON

        2,761,100

12.   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
        SHARES

13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
       25.5%

14.  TYPE OF REPORTING PERSON

        IN

                                       Page 5 of 8 Pages

                           SCHEDULE 13D

Item 1. Security and Issuer.
     This Schedule relates to the common stock (the "Securities")
     of EZCorp, Inc. (the "Issuer").  The Issuer's principal
     executive office 1901 Capital Parkway, Austin,  TX  78746

Item 2. Identity and Background.
     This Schedule is filed on behalf of (i) Special Situations
     Fund III, L.P., a Delaware limited partnership ("SSF III");
     (ii) Special Situations Cayman Fund, L.P., a Cayman Islands
     limited partnership (the "Cayman Fund"); (iii) MGP Advisers
     Limited Partnership, a Delaware limited partnership ("MGP");
     (iv) AWM Investment Company, Inc., a Delaware corporation
     ("AWM");  (v) Austin W. Marxe and (vi) David Greenhouse.
     Each of the foregoing is hereinafter referred to,
     individually, as a "Reporting Person" and, collectively, as
     the "Reporting Persons."

     The principal office and business address of the Reporting
     Persons, other than the Cayman Fund, is 153 East 53rd
     Street, 55th floor, New York, NY 10022.  The principal
     office and business address of the Cayman Fund is c/o CIBC
     Bank and Trust Company (Cayman) Limited, CIBC Bank Building,
     P.O. Box 694, Grand Cayman, Cayman Islands, British West
     Indies.

     The principal business of SSF III and the Cayman Fund
     (individually, a "Fund" and, collectively, the "Funds") is
     to invest in equity and equity related securities.  The
     principal business of MGP is to act as the general partner
     of and the investment adviser to SSF III.  The principal
     business of AWM is to act as the general partner of MGP and
     as the general partner of and the investment adviser to the
     Cayman Fund.  MGP and AWM are referred to herein,
     individually, as an "Adviser" and, collectively, as the
     "Advisers."  The principal occupation of Austin W. Marxe and
     David Greenhouse, both of whom are United States citizens,
     is to serve as officers, directors and members or principal
     shareholders of the Advisers.

     Neither any Fund, any Adviser, Austin W. Marxe nor David
     Greenhouse, during the last 5 years, has been convicted in
     any criminal proceeding or was or is subject to a judgment,
     decree or final order enjoining future violations of, or
     prohibiting or mandating activities subject to, Federal or
     state securities laws or finding any violations with respect
     to such laws.

                                        Page 6 of 8 Pages

Item 3. Source and Amount of Funds or Other Consideration.
     Each Fund utilized available cash assets to purchase the
     Securities.

Item 4. Purpose of the Transaction.

     No change.

Item 5. Interest in Securities of the Issuer.
     See pps. 2-5 of this Schedule, setting forth the aggregate
     number and percentage of the Securities beneficially owned
     by each Reporting Person, the number of shares as to which
     there is sole or shared power to vote, or to direct the
     vote, and sole or shared power to dispose or to direct the
     disposition.

     During the month of December 2000, the following Funds
     acquired Securities in open market transactions as follows:

                              Common Shares  Average Price

(1)  Cayman Fund             505,800              .77
(2)  SSF III               1,636,600              .77

     During the past 60 days from the date hereof, the following
     Funds acquired Securities in open market transactions as
     follows:

                         Common Shares  Average Price

(1)  Cayman Fund          42,200             1.14
(2)  SSF III             160,900              .85

   No other transactions have occurred in the last 60 days.

Item 6. Contracts, Arrangements, Understandings or Relationships
        with Respect to Securities of the Issuer.

     See Item 2 of this Schedule.  Based on such Item,  Messrs.
     Marxe and Greenhouse maintain sole voting power and sole
     dispositive power with respect to the Securities.

                                        Page 7 of 8 Pages

                         SIGNATURE

 After reasonable inquiry and to the best of the knowledge and
belief of the undersigned, the undersigned hereby certifies that
the information set forth in this Statement is true, complete and
correct.

Dated: December 7, 2000

                            SPECIAL SITUATIONS FUND III, L.P.
                            By MGP Advisers Limited Partnership,
                             General Partner

                            By:  /s/ Austin W. Marxe
                                 Austin W. Marxe
                                 Managing Director

                            SPECIAL SITUATIONS CAYMAN FUND, L.P.
                            By AWM Investment Company, Inc.,
                              General Partner

                            By: /s/ Austin W. Marxe
                                 Austin W. Marxe
                                 President

                            By: /s/ Austin W. Marxe
                              Austin W. Marxe, individually

                            By: /s/ David M. Greenhouse
                              David M. Greenhouse, individually

                                        Page 8 of 8 Pages

                     JOINT FILING AGREEMENT

The Reporting Persons acknowledge and agree by certifying this
Schedule 13D that the foregoing statement on Schedule 13D is
filed on behalf of each of the Reporting Persons and that all
subsequent amendments to this statement on Schedule 13D shall be
filed on behalf of each of the Reporting Persons without the
necessity of filing additional joint acquisition statements.