57

                              
             SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, DC  20549
                         FORM 10-K/A
                        AMENDMENT #1
(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, 1995
                             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  5,  1995, 6,967,867  shares  of  the
registrant's Class A Non-Voting Common Stock, par value $.01
per  share and 5,019,176 shares of the registrant's Class  B
Voting   Common  Stock,  par  value  $.01  per  share   were
outstanding.

REGISTRANT IS FILING THIS AMENDED ITEM 7 FOR THE PURPOSE  OF
EXPANDING   UPON   THE  DISCUSSION  OF  GROSS   PROFIT   AND
INVENTORIES.

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

     The following management discussion and analysis 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.   This  discussion and  analysis  of  operations
compares  the three fiscal years ended September  30,  1993,
1994  and 1995 (designated as "Fiscal 1993," "Fiscal  1994,"
and "Fiscal 1995," respectively).

                   Summary Financial Data
                              
                           Fiscal Years EndedSeptember 30,
                               1993      1994      1995
                            --------------------------------
                      (Dollars in thousands, except as indicated)
Net Revenues:
  Sales                     $62,881   $97,963  $101,416
  Pawn service charges       44,834    63,169    74,254
                             --------------------------
     Total revenues         107,715   161,132   175,670
  Cost of sales              47,269    81,446    99,423
                             --------------------------
     Net revenues            60,446    79,686    76,247

Other Data:
  Gross margin                24.8%     16.9%      2.0%
  Average annual inventory
  turnover                     1.7x      1.6x      1.9x
  Average inventory per
  location at year end         $206      $270      $159
  Average loan balance per
  location at year end         $150      $161      $152
  Average pawn loan at 
  year end (whole dollars)      $67       $73       $66
  Average yield on loan 
  portfolio                    212%      197%      204%
  Redemption rate               73%       74%       76%

Expenses and income as a percentage
  of total revenue (%):
  Store operating              37.6      36.1      42.4
  Administrative                7.8       7.9       8.8
  Depreciation and amortization 2.5       2.8       4.2
  Interest                    (0.3)       0.9       1.7
  Income (loss) before
  income taxes                  8.5       1.7    (13.7)
  Net income (loss)             5.6       1.1     (9.0)

Stores in operation:
  Beginning of year             127       186       234
  Acquired                       34         6         -
  New openings                   28        42        33
  Sold, combined, or closed (1) (3)         -       (6)
                               ------------------------
  End of year                   186       234       261
  Average number of locations 
  during the year               157       210       248
___________________
(1)  Excludes 26 stores to be sold, combined, or closed in
the first two quarters of fiscal 1996.

Results of Operations

Sales
     Fiscal 1995 Compared to Fiscal 1994  Sales increased 3%
to  $101.4 million in Fiscal 1995 compared to $98.0  million
in  Fiscal 1994.  This increase was primarily the result  of
33  additional  stores in Fiscal 1995 offset by  same  store
sales declines of 9% in stores open more than twelve months.
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
created a higher level of sales in Fiscal 1994 when compared
to Fiscal 1995.

      During  Fiscal 1995, the Company changed its  strategy
regarding   the   purchase  of  new   and   used   wholesale
merchandise.   Management  believes  that  sales   of   this
merchandise  came  at  the expense  of  sales  of  forfeited
collateral  and  contributed to  an  increase  in  forfeited
collateral inventory.  The Company has substantially reduced
the purchase of new and used wholesale merchandise.

      In Fiscal 1995, the Company modified its definition of
same  store sales to exclude partial period sales for stores
that opened during the prior year periods.  Same store sales
in Fiscal 1994 included $6.8 million of scrap jewelry sales.
Utilizing  the  revised definition of same store  sales  and
excluding  scrap jewelry sales, the Fiscal 1994  same  store
sales  increase  would have been 28%  rather  than  the  47%
increase reported in the September 30, 1994 Form 10-K.

      Fiscal  1994 Compared to Fiscal 1993  Sales  increased
56%  to  $98.0  million  in Fiscal 1994  compared  to  $62.9
million in Fiscal 1993.  This increase was the result of  48
additional  stores  in  Fiscal 1994,  and  same-store  sales
growth of 28%.  The same-store sales growth was primarily  a
result of having more merchandise available for sale because
of  increases in forfeitures incident to increases  in  loan
volume,  new  jewelry sales, and increased demand  for  hand
guns prior to the enactment of the Brady Bill.

Gross Profits
     Fiscal 1995 Compared to Fiscal 1994  Gross profits as a
percentage of sales decreased 15 percentage points  to  2.0%
in  Fiscal  1995 from 17% in Fiscal 1994.  The 15 percentage
point  decrease is made up largely of lower margins on sales
(5  percentage point decrease), a higher loss on the sale of
scrap  jewelry  (approximately a 7 percentage point  impact)
which  includes  a  $6.8 million loss related  to  a  fourth
quarter  jewelry liquidation, and an increase  in  inventory
valuation reserves (3 percentage point decrease).

       The   lower  margins  on  sales  resulted  from   the
discounting  of aged merchandise, lower levels of  sales  of
higher   margin   wholesale  merchandise   and   merchandise
purchased from the general public, and other factors  (e.g.,
sales  mix  shift  to  higher cost merchandise,  competitive
pricing  pressure  and consumer demand for previously  owned
merchandise).    The  Company  anticipates  continuing   the
discounting  of  aged  merchandise,  based  on  management's
evaluation of inventory composition and target sales levels.
The  Company  can  neither predict  the  magnitude  nor  the
direction  of  the  effect of other factors  that  influence
gross profit levels.

     The Company's ability to achieve a certain margin level
is  based on, among other factors, the composition,  quality
and  age  of  its  inventory.  At September  30,  1995,  the
inventory  consisted  of approximately  63%  jewelry  (e.g.,
ladies'  and men's rings, chains, bracelets, etc.)  and  37%
general   merchandise  (e.g.,  televisions,   VCRs,   tools,
sporting   goods,  musical  instruments,  firearms,   etc.).
Approximately 22% of the jewelry inventory and  14%  of  the
general  merchandise inventory were more than twelve  months
old  based  on  the  Company's  acquisition  date  (date  of
forfeiture for collateral or date of purchase).  As a result
of  a higher average selling price, consumer preference  and
seasonal demand, consistent with other retailers, jewelry is
a  slower  moving  merchandise  category  than  our  general
merchandise.

      In  the  fourth  quarter, the Company  identified  and
commenced  the liquidation of approximately $27  million  of
jewelry  inventory  which  had accumulated  primarily  as  a
result  of  a $20 million new jewelry program undertaken  in
prior  periods and past lending practices (which  have  been
modified).  This  jewelry  excess was  identified  based  on
recent sales trends for various jewelry styles, inventory on
hand  by jewelry style, and jewelry price points. While  the
Company believes that this inventory could have been sold in
the  normal  course, Management believes  that  the  capital
deployed  in this excess jewelry inventory would  be  better
utilized to reduce debt and to invest in other opportunities
offering  a  better  return than could be  realized  by  the
eventual  sale  of  this inventory over a longer  period  of
time.   In  the  final quarter of Fiscal 1995,  the  Company
sold, on a wholesale basis, or scrapped jewelry with a  cost
basis  of  approximately $15.7 million for $8.9 million  and
realized  a  loss  of  $6.8 million.  Further,  the  Company
increased  its  inventory valuation reserve by approximately
$8.7  million, including approximately $6.1 million relating
to  the remaining $11.3 million of jewelry inventory  to  be
liquidated.   Management anticipates that the $11.3  million
of  remaining jewelry will be disposed of during  the  first
two quarters of fiscal 1996.

     Fiscal 1994 Compared to Fiscal 1993  Gross profits as a
percentage of sales decreased 8 percentage points to 17%  in
Fiscal 1994 from 25% in Fiscal 1993.  The 8 percentage point
decrease  is  primarily due to the sale of $4.0  million  of
inventory  at  cost for $2.3 million during  a  Company-wide
clearance  sale  in  the fourth quarter of  Fiscal  1994  (2
percentage  point  decrease) and an  increase  in  inventory
valuation  reserves of $3.7 million which  includes  a  $2.7
million  increase in the fourth quarter (4 percentage  point
decrease).

Pawn Service Charges
      Fiscal  1995  Compared to Fiscal  1994   Pawn  service
charges  increased 17% from $63.2 million in Fiscal 1994  to
$74.2  million  in Fiscal 1995.  The increase was  primarily
due  to  increased outstanding loan balances resulting  from
new stores.

      The average annual yield on the average aggregate loan
balance increased from 197% in Fiscal 1994 to 204% in Fiscal
1995  largely  as a result of a managed shift  in  the  loan
portfolio to higher yielding loans.  This shift is reflected
in  the  decrease in the Company's average pawn loan  amount
from  $73  in  Fiscal  1994  to $66  in  Fiscal  1995.   The
Company's average loan redemption rate increased to  76%  in
Fiscal  1995 versus 74% in Fiscal 1994.  Management believes
this  increase is attributable to the introduction of a loan
extension  program  in  certain markets  and  modified  loan
underwriting standards.

      Fiscal  1994  Compared to Fiscal  1993   Pawn  service
charges  increased 41% from $44.8 million in Fiscal 1993  to
$63.2  million  in Fiscal 1994.  The increase was  primarily
due  to  increased outstanding loan balances resulting  from
new stores.

      The average annual yield on the average aggregate loan
balance decreased from 212% in Fiscal 1993 to 197% in Fiscal
1994.   The yield was lower in Fiscal 1994 primarily due  to
more  loan  activity  in  the lower  rate  categories.   The
Company's average pawn loan amount in Fiscal 1994  was  $73,
compared  to $67 in Fiscal 1993.  The decrease in the  yield
for  the Fiscal 1994 period was further impacted by  a  $1.9
million   reduction  of  pawn service  charges,  a  year-end
charge taken as a result of a refinement in the estimate  of
accrued  pawn  service charges.  Excluding the $1.9  million
charge, the yield for Fiscal 1994 would have been 203%.  The
Company's  average loan redemption rate was  74%  in  Fiscal
1994 versus 73% in Fiscal 1993.

Store Operating Expenses
     Fiscal 1995 Compared to Fiscal 1994  Operating expenses
as  a  percentage of total revenues increased to  42.4%  for
Fiscal  1995 from 36.1% in Fiscal 1994.  As a result of  the
Company's store portfolio review program, management decided
to  consolidate 17 of its stores into other operating  units
and  to  close  15 stores.  These actions required  a  store
closing  and  consolidation provision of approximately  $7.7
million  (approximately 4 percentage points) in  the  fourth
quarter.   The  Company will continue to  review  its  store
portfolio  on  an ongoing basis.  Operating  expenses  as  a
percentage  of  total revenues increased  approximately  two
percentage points due to an 8% decrease in average  revenues
per average store in operation.

     Fiscal 1994 Compared to Fiscal 1993  Operating expenses
as  a  percentage of total revenues decreased to  36.1%  for
Fiscal  1994  from 37.6% in Fiscal 1993.  The  decrease  was
primarily  the  result of a 50% increase in  total  revenues
during  Fiscal  1994  as  compared  to  Fiscal  1993.   This
decrease was partially offset by approximately $0.8  million
in  charges  relating  to litigation and  a  wage  and  hour
investigation (see Item 3, Legal Proceedings).

Administrative Expenses
       Fiscal   1995  Compared  to  Fiscal  1994   Corporate
administrative  expenses as a percentage of  total  revenues
decreased to 8.8% for Fiscal 1995 from 7.9% in Fiscal  1994.
The  increase  was  primarily due to a $1.5  million  fourth
quarter  charge  for  the writedown  of  certain  fixed  and
intangible assets to realizable value.

       Fiscal   1994  Compared  to  Fiscal  1993   Corporate
administrative  expenses as a percentage of  total  revenues
increased to 7.9% for Fiscal 1994 compared to 7.8% in Fiscal
1993.  The decline in corporate administrative expenses as a
percent  of  total  revenues due to  an  increase  in  total
revenues of 50% was offset by approximately $1.3 million  in
charges relating to organization changes associated with the
Company's new management team.

Depreciation and Amortization Expense
      Fiscal 1995 Compared to Fiscal 1994  Depreciation  and
amortization  expense  as  a percentage  of  total  revenues
increased  to 4.2% in Fiscal 1995 from 2.8% in Fiscal  1994.
The  increase was primarily due to 33 new stores added since
September  30,  1994  and a change in  the  useful  life  of
leasehold improvements.

      Fiscal 1994 Compared to Fiscal 1993  Depreciation  and
amortization  expenses  as a percentage  of  total  revenues
increased  to 2.8% in Fiscal 1994 from 2.5% in Fiscal  1993.
The  increase was primarily due to 42 new stores added since
September 1993.

Interest Expense
      Interest expense increased in Fiscal 1995 over  Fiscal
1994  and in Fiscal 1994 over Fiscal 1993, primarily due  to
increased  borrowings  under  the  Company's  bank  line  of
credit.

Income Taxes
      As a result of the Company's Fiscal 1995 net operating
loss,  the  Company has a tax receivable of $4.2 million,  a
current  deferred asset of $2.4 million, and  a  non-current
deferred  tax  asset of $2.1 million.  Based  on  historical
taxable  income, as well as the prospect of future reversals
of  existing  taxable temporary differences, management  has
determined that it is more likely than not that the deferred
tax asset would be realized.

Liquidity and Capital Resources
      During Fiscal 1995, the Company invested $10.8 million
consisting primarily of leasehold improvements and equipment
for  existing stores and 33 newly established  stores.   The
Company funded its 1995 growth through excess cash available
at  September 30, 1994, working capital from operations, and
bank borrowings.

     On August 3, 1995, the Company amended its November 29,
1994  $75 million unsecured revolving line of credit.  Under
the amended agreement, the line of credit was reduced to $50
million, of which $41.5 million was outstanding on September
30,  1995.   Terms of the amended agreement  require,  among
other  things,  that  the  Company  meet  certain  financial
covenants  and  provide  the bank  group  a  first  security
interest in certain assets of the Company.  Borrowings under
the  line  bear interest at the bank's Eurodollar rate  plus
1.0%  to  1.5%  and  the credit line matures  January  1997.
Based  on the August 3, 1995 amendment, the Company  has  an
excess  borrowing capacity of approximately $5.7 million  as
of September 30, 1995.

     At the end of 1995, the Company's current ratio was 8.7
to  1  and  long-term  debt (including  current  maturities)
represented   approximately  28%  of  the  Company's   total
capitalization.   The Company anticipates  that  funds  from
working  capital and bank lines of credit should be adequate
to fund expansion during fiscal 1996.

      The  profitability and liquidity of  the  Company  are
affected  by  the amount of loans outstanding, which  is  in
turn affected in part by the Company's loan decisions.   The
Company  is  generally able to influence  the  frequency  of
forfeiture  of  collateral by increasing or  decreasing  the
amount loaned in relation to the resale value of the pledged
property,  as  opposed to adjusting the borrower's  cost  of
funds  (i.e.,  the  rate of pawn service  charge).   Tighter
credit  decisions  generally  result  in  smaller  loans  in
relation  to  the  estimated resale  value  of  the  pledged
property  and  can  thereby result  in  a  decrease  in  the
Company's average aggregate loan balances and a decrease  in
pawn service charges.  Additionally, small loans in relation
to the pledged property's estimated resale value may tend to
increase   loan   redemptions  and  improve  the   Company's
liquidity.    Conversely,  an  increase  in   average   loan
balances,  by  providing larger loans  in  relation  to  the
estimated  resale value of the pledged property, can  result
in  an  increase  in  the  Company's pawn  service  charges.
Increases  in  average loan balances can also result  in  an
increase  in loan forfeitures, which increases the  quantity
of goods on hand, and unless the Company is able to increase
inventory turns, reduces the Company's liquidity.   In  each
of  the  Company's last three fiscal years, at least 73%  of
the  amounts  loaned by the Company were paid in  full  with
accrued  service charges or were renewed or extended through
the  payment  of  accrued service charges.  In  addition  to
these  factors,  the  Company's  liquidity  is  affected  by
merchandise sales and the pace of store expansions.

      In  Fiscal  1993 and Fiscal 1994, the  average  annual
inventory turnover was relatively unchanged at 1.7  and  1.6
times,  respectively.  In Fiscal 1995,  the  average  annual
inventory turnover increased to 1.9 times.  The increase  of
the  Company's inventory turn rate in Fiscal  1995  was  due
primarily  to  the  fourth quarter jewelry  liquidation  (as
noted  in  the gross profit section above) and the Company's
discounting of aged merchandise throughout the year.

      The Company has no material commitments for additional
capital expenditures.

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

Inflation
      The  Company  does not believe that  inflation  has  a
material  adverse  effect  on  its  financial  condition  or
results  of operations.  The primary impact of inflation  on
the  operations  of  the Company is reflected  in  increased
operating  costs.  While increases in operating costs  would
adversely  effect  the  Company's operations,  the  consumer
lending laws of Texas - which comprised 60% of the Company's
total pawnshops and approximately 67% of the Company's total
pawn  loan balance as of September 30, 1995 - allow indexing
of maximum loan amounts to the Consumer Price Index ("CPI").
Assuming  an upward trend in the CPI, these provisions  will
allow  the  Company to make larger loans  at  existing  pawn
service  charge  rates, which could  offset  the  effect  of
inflationary increases in operating costs.

Store Activity and Future Expansion
      The  Company  has  expanded from  127  stores  at  the
beginning of Fiscal 1993 to 261 stores at the end of  Fiscal
1995.  In Fiscal 1995, the Company established 33 stores and
closed  or  consolidated  6 stores.   In  fiscal  1996,  the
Company  plans to add approximately 10 to 15 new stores  and
close or consolidate the remaining 26 stores identified  for
closure  as  a result of its store portfolio review  program
completed  in  September  1995.   During  fiscal  1996,  the
Company  plans to emphasize new store establishments  as  it
did in Fiscal 1995.

      EZCORP  will continue to build clusters of  stores  in
major   markets   in   order   to   obtain   operating   and
administrative efficiencies.  In fiscal 1996, expansion will
be  primarily  in existing Texas markets and the  other  ten
states   where   the  Company  currently  operates   stores.
However,  the  Company will carefully  consider  markets  in
other  states  with favorable regulatory,  demographic,  and
competitive characteristics.

REGISTRANT IS FILING THIS AMENDED ITEM 8 FOR THE PURPOSE  OF
CLARIFYING  NOTE N AS IT PERTAINS TO CHARGES  TAKEN  IN  THE
QUARTER ENDED SEPTEMBER 30, 1994.

Item 8. Financial Statements and Supplementary Data

                Index to Financial Statements

                                                   Page

Report of Independent Auditors                       22

Consolidated Financial Statements:

       Consolidated Balance Sheets as of
       September 30, 1995 and 1994                   23

       Consolidated Statements of Operations for 
       each of the Three Years in the Period 
       Ended September 30, 1995                      24

       Consolidated Statements of Cash Flows for 
       each of the Three Years in the Period 
       Ended September 30, 1995                      25

       Consolidated Statements of Stockholders' 
       Equity for each of the Three Years in the 
       Period Ended September 30, 1995               26

Notes to Consolidated Financial Statements           27

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,
1995  and  1994, and the related consolidated statements  of
operations, stockholders' equity, and cash flows for each of
the  three  years  in the period ended September  30,  1995.
These  financial  statements 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  represent  fairly,  in  all   material
respects,  the  consolidated financial position  of  EZCORP,
Inc.  and  its subsidiaries at September 30, 1995 and  1994,
and  the consolidated results of their operations and  their
cash  flows for each of the three years in the period  ended
September  30,  1995, in conformity with generally  accepted
accounting principles.

                              ERNST & YOUNG LLP

Austin, Texas
December 5, 1995

                 Consolidated Balance Sheets
                              
                                         September 30,
                                        1994       1995
                                     --------------------
                                    (Dollars in thousands)
Assets:
  Current Assets:
  Cash and cash equivalents          $  6,267 $    4,593
  Pawn loans                           37,777     39,782
  Service charge receivable             9,381     11,452
  Inventory, net                       63,070     41,575
  Deferred tax asset                        -      2,422
       Federal income tax recoverable       -      4,236
       Prepaid expenses and other assets2,308      3,181
                                      ------------------
  Total current assets                118,803    107,241

  Property and equipment, net          33,883     36,596

  Other assets:
  Excess purchase price over net 
  assets acquired                      17,150     13,574
  Non compete agreements                2,944        517
  Deferred tax asset                        -      2,110
  Notes receivable related parties          -      3,000
  Other assets                          1,209      1,550
                                      ------------------
  Total assets                       $173,989   $164,588
                                      ==================
Liabilities and Stockholders' Equity:
  Current liabilities:
  Current maturities of long-term 
  debt                               $    314   $    171
  Accounts payable and other 
  accrued expenses                      6,340     10,026
  Customer layaway deposits             2,012      2,100
  Federal income taxes payable          3,307          -
  Deferred income taxes                   139          -
  Total current liabilities            12,112     12,297
                                      ------------------
  Long-term debt, less current 
  maturities                           36,791     42,916

  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-Authorized 
  40,000,000 shares; issued and outstanding
  6,960,955 in 1994 and 6,967,867 in 1995  70         70
  Class B Voting Common Stock, convertible, 
  par value $.01 a share-Authorized 
  5,137,163 shares; issued and outstanding
  5,019,176 shares in 1994 and 1995        50         50
  Additional paid-in capital          114,165    114,236
  Retained earnings (deficit)          11,640    (4,209)
                                      ------------------
                                      125,925    110,147
  Treasury stock 
  (9,032 shares in 1994 and 1995)        (35)       (35)
  Receivables from stockholders         (804)      (737)
                                      ------------------
  Total stockholders' equity          125,086    109,375

  Commitments and contingencies
  Total liabilities and stockholders' 
  equity                             $173,989   $164,588
                                      ==================
See notes to consolidated financial statements.

            Consolidated Statements of Operations

                               Years Ended September 30,
                               1993       1994     1995
                            -----------------------------
                            (Dollars in thousands, except
                                    as indicated)
                              
Revenues:
  Sales                      $62,881  $  97,963  $101,416
  Pawn service charges        44,834     63,169    74,254
                             ----------------------------
                             107,715    161,132   175,670
                             ---------------------------- 
Costs and expenses:
  Cost of goods sold          47,269     81,446    99,423
  General and administrative  48,918     70,849    89,823
  Depreciation and amortization2,703      4,471     7,352
  Interest expense (income),net(378)      1,512     3,059
  Total cost of sales and 
  expenses                    98,512    158,278   199,657

  Income (loss) before 
  income taxes                 9,203      2,854  (23,987)

  Income tax expense (benefit) 3,095      1,065   (8,138)
                             ----------------------------
  Net income (loss)         $  6,108  $   1,789 $(15,849)
                             ============================
  Income (loss) per share, primary and
  fully diluted:            $   0.56  $    0.15 $  (1.32)
                             ============================
  Weighted average shares (in thousands):
  Primary and fully diluted   10,981     11,975    11,977

See notes to consolidated financial statements.

            Consolidated Statements of Cash Flows
                              
                               Years Ended September 30,
                               1993       1994      1995
                            ------------------------------
                                 (Dollars in thousands)
Operating Activities:
  Net income (loss)         $  6,108   $  1,789  $(15,849)
  Adjustments to reconcile 
  net income (loss) to net 
  cash provided by operating 
  activities:
    Depreciation and 
    amortization               2,703      4,471     7,425
    Deferred income taxes      2,308    (3,804)     (139)
    Restructuring expenses         -          -     7,664
  Changes in operating assets and liabilities:
  Increase in service 
  charge receivable          (2,085)    (1,037)   (2,071)
  (Increase) decrease in 
  inventory                 (17,258)   (22,523)    21,495
  (Increase) decrease in 
  notes and accounts
  receivable from related 
  parties                        (6)         64     (153)
  Increase in prepaid expenses and
     other assets            (2,490)    (1,537)     (473)
  Increase in accounts payable
     and accrued expenses      1,446      2,372     2,243
  Increase in customer layaway 
     deposits                    511        267        88
  Increase (decrease) in federal 
     income taxes payable          -      3,307   (3,307)
  Increase in deferred tax asset   -          -   (4,532)
  Increase (decrease) in income 
     taxes recoverable         (712)        712   (4,236)
                             ----------------------------
    Net cash provided by (used in) 
    operating activities     (9,475)    (15,919)    8,155

Investing Activities:
       Pawn loans forfeited and 
       transferred to 
       inventory              32,852      45,562   52,297
  Pawn loans made          (126,925)   (187,090)(192,239)
  Pawn loans repaid           88,075     132,177  137,937
                            -----------------------------
                             (5,998)     (9,351)  (2,005)
  Additions to property, 
  plant and equipment       (10,906)    (15,107) (10,813)
        Issuance of notes 
        receivable to related 
        parties                    -           -  (3,000)
  Acquisition of businesses (13,168)     (1,455)        -
                            ----------------------------- 
   Net cash used in investing
    activities              (30,072)    (25,913) (15,818)

Financing Activities:
  Proceeds from bank 
  borrowings                 12,894      41,674    15,500
  Payments on bank 
  borrowings               (11,546)     (8,263)   (9,518)
  Issuance of common stock   48,539           -         -
  Collections of stockholder 
  notes receivable               38          37         7
  Increase in stockholder 
  notes receivable                -       (729)         -
  Sale of treasury stock          -           8         -
  Purchase of treasury stock   (13)           -         -
                            -----------------------------
    Net cash provided by 
    financing activities     49,912      32,727     5,989

Increase (decrease) in cash 
  and equivalents            10,365     (9,105)   (1,674)

Cash and equivalents at 
  beginning of period         5,007      15,372     6,267
                            -----------------------------
  Cash and equivalents at 
    end of period          $ 15,372   $   6,267  $  4,593
                            =============================
Cash paid during the periods for:
  Interest                 $    500   $   1,226  $  2,974
  Income taxes             $  1,575   $     850  $  4,076

Noncash investing and financing activities:
  Issuance of common stock 
    to 401 (k) plan        $     26   $      46  $     71
See notes to consolidated financial statements.

       Consolidated Statements of Stockholders' Equity
                              
                                        Add'l
                          PreferredCommonPaid inRetainedTreasuryDue from
                            Stock  StockCapitalEarningsStockStockholdersTotal
                          --------------------------------------------------  
                               (Shares and dollars in thousands)

Balances at September 30, 1992
                           -  - 9,675 $97 $65,578 $3,743 $ -   $(180) $69,238

Issuance of common stock   -  - 2,300  23  48,515      -   -        -  48,538
Purchase of treasury stock                               (43)            (43)
Issuance of common stock to
 401 (k) plan              -  -     2   -      26      -   -        -      26
Reductions on stockholder 
 notes                     -  -     -   -       -      -   -       68      68
Net income                 -  -     -   -          6,108   -        -   6,108
                           --------------------------------------------------
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 income (loss)          -  -     -           -(15,849)   -     -(15,849)
                           --------------------------------------------------
Balances at September 30, 1995
                           -  -11,987 $120$114,236$(4,209)$(35)$(737)$109,375
                           ==================================================

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.

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, excluding  shrinkage
reserves,  deducted  from the carrying  value  of  inventory
amounted to $4,957,448 and $14,043,981 at September 30, 1994
and 1995, respectively.

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

Property  and Equipment:  Property and equipment are  stated
at   cost.   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,  amortization  expense
increased  by approximately $1,200,000, or $.10, per  share.
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  individual
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
$3,623,081  and $4,115,933 at September 30, 1994  and  1995,
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.

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.

Reclassifications:   Certain prior year  amounts  have  been
reclassified  to conform with the current year presentation,
including presenting $6,800,000 scrap sales proceeds in cost
of  sales rather than revenues..  These classifications  had
no  effect on results of operations or retained earnings  as
previously reported. For purposes of the statement  of  cash
flows, the Company has reclassified pawn loans forfeited and
transferred  to  inventory  from  operating  activities   to
investing activities.

Note B - Acquisitions

The  Company  purchased the assets of  34  and  6  pawnshops
during  the  years  ended  September  30,  1993  and   1994,
respectively.  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  excess  of  the total acquisition costs over  the  fair
values of net assets acquired for these acquisitions were as
follows:

                                    Years Ended September 30,
                                    1993       1994       1995
                                  ----------------------------
                                      (Dollars in thousands)
                              
Acquisition cost                  $13,168    $1,455        $0
Excess over fair value of 
  net assets acquired               6,662       202         0

The  unaudited pro forma results of the Company and the 1993
acquisitions  as  if they had occurred at the  beginning  of
1993   were   revenues  of  $114,500,000,  net   income   of
$6,500,000,  and  net income per share of $.59.   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,
                                     1994        1995
                                 -----------------------
                                  (Dollars in thousands)
                              
Land                            $    1,446 $    1,453
Buildings and improvements          22,150     26,868
Furniture and equipment             16,118     18,933
                                 --------------------
  Total                             39,714     47,254

Less - accumulated depreciation    (5,831)   (10,658)
                                 --------------------
                                $   33,883  $  36,596
                                 ==================== 

Note D - Accounts Payable and Accrued Expenses

Accounts  payable  and  accrued expenses  consisted  of  the
following:
                                      September 30,
                                    1994        1995
                                 ----------------------
                                 (Dollars in thousands)
                              
Trade accounts payable             $  742    $ 2,267
Accrued payroll and related 
  expenses                          1,183      1,494
Accrued interest payable               38        313
Other accrued expenses              4,377      5,952
                                    ----------------
                                   $6,340    $10,026
                                    ================

Note E - Long-Term Debt

Long-term debt consisted of:
                                      September 30,
                                    1994        1995
                                ----------------------
                                (Dollars in thousands)
                              
Notes payable to individuals, with interest at 10% to
13%, payable in monthy installments of $16,470
including interest, maturing through June 2005 -
certain inventory, land, and buildings pledged as
collateral                       $  988        $  753

Note payable to bank with interest at 9%, payable in
monthly installments of $9,052 including interest,
from June 1, 1993 until May 1, 1996; thereafter, the
terms change annually until maturity in April 2000;
collateralized by certain land and buildings        
                                    854           822

Note payable to bank under $1,144,000 line of credit
agreement dated March 1994.  Note was paid in full
December 1994.                      144             -

Note payable to bank under $2 million line of credit
agreement dated December 1991.  Note was paid in full
December 1994.                    1,810             -

Note payable to bank under $50 million line of credit
agreement amended as of August 1995; interest payable
monthly at the bank's Eurodollar rate plus a percentage
ranging from 1.00% to 1.50%, depending on certain financial
covenants; principal due January 1997.
                                 33,250        41,500

Junior subordinated note payable to stockholder of acquired
company, with interest at 10% payable in monthly
installments of $4,206 including interest, maturing in December 1995.
                                     59            12
                                 --------------------
                                 37,105        43,087

  Less current maturities           314           171
                                 --------------------
                                $36,791       $42,916
                                 ====================
The  Company  has  a $50,000,000 secured revolving  line  of
credit  with a bank of which $41,500,000 was outstanding  as
of  September  30, 1995.  Borrowings under the  line  accrue
interest,  payable  monthly, at the bank's  Eurodollar  rate
plus a percentage ranging from 1.00% to 1.50%, depending  on
certain financial covenants.  Fees under the line of  credit
include an annual $25,000 agent fee, a commitment fee  equal
to  .25%  of  the  unused amount of the  commitment,  and  a
facility  fee equal to .20% of the total commitment.   Terms
of  the  loan require, among other things, that the  Company
meet  certain financial covenants.  In addition, payment  of
dividends   and  the  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 $877,576, $25,500 and $211,821 for the  years
ended September 30, 1993, 1994, and 1995, respectively.

Aggregate annual principal payment requirements on long-term
debt obligations for each of the following five years ending
September   30   are   as  follows:   1996-$171,249;   1997-
$41,678,025; 1998-$170,530; 1999-$167,623; 2000-$691,138.

Note F - Preferred Stock

During  1991,  the  Company authorized 5,000,000  shares  of
preferred  stock.   No  shares have yet  been  issued.   The
powers,  preferences,  rights, qualifications,  limitations,
and  restrictions  of this stock may be  designated  by  the
Board at its discretion.

Note G - 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, 1995, warrants to purchase 27,655 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  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, 1995, the Company had 1,093,438 options
outstanding  (options granted less options canceled  due  to
employee termination) at exercise prices ranging from  $8.75
to  $27.00.  Of these options, 176,040 are vested  and  none
have been exercised. A summary of Plan activity for each  of
the  three fiscal years ended September 30, 1993, 1994,  and
1995 follows:
            Net Options  Option Price   Options     Options
            Granted (1)     Range      Vested(2)   Exercised
            -----------  ------------  ---------   --------- 
1993          55,050   $21.75 - $27.00   22,020         -
1994         770,100(3)$13.00 - $14.50  154,020         -
1995         268,288   $ 8.75 - $12.50        -         -
           ---------                    -------      ------
           1,093,438                    176,040           -
           =========                    =======      ======
(1)   Options   granted  less  options  canceled   due   to
      termination of employee.
(2)   Options vest over five years, 20% at the end  of  each
      year following the date of grant.
(3)   Includes 250,000 options granted to the Chief Executive
      Officer  and  125,000 options granted to the  Chairman  of
      the Board (see Item 11. "Executive Compensation").

Shares of reserved common stock at September 30, 1995,  were
as follows:

                                    Class A   Class B
                                 ---------- ---------
Stock option plan                1,800,000         -
Stock warrants                           -    27,665
Profit sharing plan                 50,000         -
Conversion of Class B 
  Voting Stock                   5,019,176         -
                                 -------------------
                                 6,869,176    27,665
                                 ===================

Note H - Income Taxes

The income tax provision consisted of:
                              Years Ended September 30,
                            1993       1994        1995
                            ---------------------------
                               (Dollars in thousands)
                              
Current
  Federal                  $   915   $ 5,100   $(3,660)
  State                        (6)         -         -
Deferred                     2,186   (4,035)    (4,478)
                            ---------------------------
                           $ 3,095   $ 1,065   $(8,138)
                            ===========================
A reconciliation of income taxes calculated at the statutory
rate and the provision for income taxes were as follows:
                               Years Ended September 30,
                           1993        1994         1995
                           -----------------------------
                               (Dollars in thousands)
                              
Income taxes at the federal 
 statutory rate           $3,129      $  971   $  (8,295)
Net effect on state taxes    (4)           -            _
Effect of nondeductible 
  amortization of intangible 
  assets                      27          27           27
Other                       (57)          67          130
                          -------------------------------
                          $3,095      $1,065   $  (8,138)
                          ===============================
Income  before  income  taxes on the  statements  of  income
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,
                           1993        1994           1995
                          --------------------------------
                               (Dollars in thousands)
                              
Inventory basis           $ 2,222   $(4,286)     $    (964)
Provision for store closings
  and related charges           -          -        (3,615)
Other                        (36)        251            101
                           --------------------------------
                          $ 2,186   $(4,035)       $(4,478)
                           ================================

Significant   components  of  the  Company's  deferred   tax
liabilities and assets as of September 30, 1994 and 1995 are
as follows:

                                              Amount
                                      (Dollars in thousands)
                                     9/30/94       9/30/95
                                   --------------------------
Deferred tax liabilities:
  Book over tax inventory basis    $1,244         $1,245
  Prepaid expenses                    344            227
                                    --------------------
    Total deferred tax liabilities  1,588          1,472
Deferred tax assets:                --------------------
  Book over tax depreciation        (604)            676
  Inventory reserve                 1,658          2,698
  Amortization of non-competes      (200)          1,417
  Accrued liabilities                 661            922
  Other, net                         (66)            291
                                    --------------------
    Total deferred tax assets       1,449          6,004
      Net   deferred  tax  asset  
      (liability)                  $(139)         $4,532
                                    ====================

Note I - 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 $352,672, $421,594,  and
$557,210  were  paid  to the affiliate in  the  years  ended
September 30, 1993, 1994, and 1995, respectively.

The  Company purchased an airplane from the former  Chairman
of  the  Board  for $113,000 in May 1994. At  September  30,
1995,  the Company's former Chairman of the Board  owes  the
Company $24,432 plus accrued interest of $3,623. 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. 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,  1995,  the
amount owed is $729,113 plus accrued interest of $51,194.

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.   Each
executive was 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
(4.15%  for  1995). 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, 1995, no Stock Price  Targets
have  been  attained;  charges  to  operations  consist   of
interest  forgiveness  and  related  income  tax  costs  and
totaled $227,136.
Also see Note J. - Leases.

Note J - 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)
                              
          1996                $  286     $   9,123 $   9,409
          1997                   282         8,227     8,509
          1998                   219         6,956     7,175
          1999                   139         5,338     5,477
          2000                     -         3,592     3,592
          Thereafter               -         7,150     7,150
                               -----------------------------
                              $  926     $  40,386   $41,312
                               =============================
Rent expense for the years was as follows:

                                     Related Parties   Total
                                     -----------------------
                                      (Dollars in thousands)
                              
          1993                              $  260   $5,037
          1994                                 269    7,352
          1995                                 276    9,603

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 K - Employment Agreement

The Company entered into a 20-year employment agreement with
the  former Chairman of the Board for a minimum base  salary
of  $300,000  per  year which was to expire  in  2009.   The
Company has the right to require the former Chairman to  pay
a   specified  amount  of  approximately  $2.7  million   in
liquidated damages to the Company upon certain events by the
former  Chairman including early termination  of  employment
and   breach  of  the  Employment  Agreement.  The   Company
terminated  this contract on July 28, 1995 and  made  demand
for  payment  of  such amount. The Company  and  the  former
Chairman have not reached an agreement on the resolution  of
this  issue.  See  Item  11.  "Employment  Agreements"   for
discussion.

Note L - Profit Sharing 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  20%   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  1993,  1994, and 1995 was approximately  $60,000,
$71,000 and $66,000, respectively.

Note M - Contingencies

The  Company is subject to various claims and litigation  in
the   normal   course  of  business.   In  the  opinion   of
management, the ultimate resolution of such matters will not
have a material adverse impact on the consolidated financial
statements.

Note N - Quarterly Information (Unaudited)

                          Year Ended September 30, 1995
           First Quarter Second Quarter  Third Quarter Fourth Quarter
           ----------------------------------------------------------
              (Dollars in thousands, except per share amounts)

Total revenues
                $48,125       $41,864        $42,285       $43,396
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)

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
$15.7  million of this jewelry and realized $8.9 million  of
cash in the fourth quarter. Management anticipates that  the
$11.3  million  of  remaining jewelry will  be  disposed  of
during the first two quarters of fiscal 1996. Largely  as  a
result of the scrapping activity, the Company increased  its
valuation  reserve  by  $8.7 million,  which  includes  $6.1
million  relating to the remaining $11.3 million of  jewelry
to be liquidated.
Also during the fourth quarter, management made the decision
to  close or consolidate 32 of the Company's underperforming
stores.  This  action resulted in a $7.7  million  provision
which  has  been  included  in  general  and  administrative
expense. The provision includes $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. 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.

                       Year Ended September 30, 1994
           First Quarter Second Quarter  Third Quarter Fourth Quarter
           ---------------------------------------------------------
              (Dollars in thousands, except per share amounts)
                              
Total revenues $42,875        $39,718        $37,828       $40,711
Net income (loss)      
                 2,404          2,040          2,165       (4,820)
Net income (loss) per share
  Primary and fully diluted  
               $  0.20        $  0.17        $  0.18       $(0.40)

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
                                                 =======
A  $4.9  million  pre-tax  charge  was  made  for  inventory
valuation,  consisting  of  $2.2  million  in  markdowns  on
merchandise  sold through a company-wide clearance  sale  in
September  1994 and a $2.7 million increase in the inventory
valuation reserve.

Effective  September  30, 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.
While  it is impracticable to assign this amount to specific
prior  periods,  through  the use of assumptions  concerning
loan  yield,  management believes the $1.4  million  of  the
difference is attributable to fiscal 1994 consisting of $0.4
million, $0.3 million and $0.7 million in the first,  second
and third fiscal quarters, respectively.

Senior  management  changes  and  additions  made  in   1994
resulted  in  a  pre-tax charge of $1.3 million,  consisting
primarily of recruiting, relocation, and severance expenses.
The Company also charged $0.8 million for pending litigation
and a wage and hour investigation and wrote-off $0.2 million
of  previously capitalized software development and computer
installation costs.

REGISTRANT IS FILING THIS AMENDED SCHEDULE VIII TO BREAK OUT
THE NET CHANGE IN THE ALLOWANCE FOR VALUATION OF INVENTORY
INTO ADDITIONS CHARGED TO EXPENSE AND DEDUCTIONS.

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

                         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, 1993
                          $1,245     $  807          -      $ 797   $1,255
                           -----      -----      -----       ----    -----
  Year ended September 30, 1994
                          $1,255     $4,513          -      $ 811   $4,957
                           -----      -----      -----       ----    -----
  Year ended September 30, 1995
                          $4,957    $12,356          -     $3,264  $14,044
                           -----     ------      -----      -----   ------

     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.

                         Exhibit 23.1

                CONSENT OF ERNST & YOUNG LLP

We consent to the use of our report dated December 5, 1995
included in the Annual Report on Form 10-K of EZCORP, Inc.
for the year ended September 30, 1995, with respect to the
consolidated financial statements and schedule, as amended,
included in this Form 10-K/A.

                              ERNST & YOUNG LLP

Austin, Texas
August 21, 1996

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

                                        EZCORP, INC.
                                        (Registrant)

Date:   August 21, 1996       By:   /s/ DAN N. TONISSEN
                                         (Signature)

                              Dan N. Tonissen
                              Senior Vice President and
                              Chief Financial Officer