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

                                 SCHEDULE 14A

         Proxy Statement Pursuant to Section 14(a) of the Securities
                   Exchange Act of 1934 (Amendment No.   )

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    [ ]   Preliminary Proxy Statement
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          (as permitted by Rule 14a-6(e)(2))
    [X]   Definitive Proxy Statement
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    [ ]   Soliciting Material Pursuant to 240.14a-12

                     First Cash Financial Services, Inc.
               ------------------------------------------------
               (Name of Registrant as Specified in its Charter)

    ------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)


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 Dear Stockholder:

      We cordially invite  you to attend  our Annual Meeting,  which will  be
 held on  Tuesday,  June 15,  2004,  at 10:00  a.m.  CDT at  the  First  Cash
 Financial Services,  Inc.  corporate  offices  located  at  690  East  Lamar
 Boulevard, Suite 400, Arlington, Texas, 76011.  At this meeting you will  be
 asked to act upon the proposals as contained herein.

      Your board of directors  recommends that you vote  in favor of each  of
 these proposals.  You  should read with care  the attached Proxy  Statement,
 which contains detailed information about these proposals.

      Your vote is important, and accordingly, we urge you to complete, sign,
 date and  return  your Proxy  card  promptly in  the  enclosed  postage-paid
 envelope.  The fact that you have returned your Proxy in advance will in  no
 way affect  your right  to vote  in person  should you  attend the  meeting.
 However, by signing and returning the Proxy, you have assured representation
 of your shares.

      We hope that you will be able to join us on June 15.

                               Very truly yours,

                               /s/ Rick Powell
                               -------------------------
                               Rick Powell
                               Chairman of the Board and
                               Chief Executive Officer



                     First Cash Financial Services, Inc.
                     690 East Lamar Boulevard, Suite 400
                            Arlington, Texas 76011

                               _______________

                   NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                           To Be Held June 15, 2004
                               _______________

      Notice is hereby given that the Annual Meeting of Stockholders of First
 Cash Financial Services, Inc. (the "Company") will be held at the First Cash
 Financial Services,  Inc.  corporate  offices  located  at  690  East  Lamar
 Boulevard, Suite 400, Arlington, Texas 76011  at 10:00 a.m. CDT on  Tuesday,
 June 15, 2004, for the following purposes:

     1. To elect one Director;

     2. To consider  and act upon  the adoption of  the Amended and  Restated
        Certificate of  Incorporation to  increase the  number of  authorized
        shares of common stock from 20,000,000 to 90,000,000;

     3. To  consider and  act  upon a  proposal  to approve  the  First  Cash
        Financial Services, Inc. 2004 Long-Term Incentive Plan;

     4. To  ratify the  selection of  Hein +  Associates LLP  as  independent
        auditors of the Company for the year ending December 31, 2004; and

     5. To  transact such  other business  as may  properly come  before  the
        meeting.

      Common stockholders of  record at the  close of business  on April  30,
 2004 will be entitled to notice of and to vote at the meeting.

                               By Order of the Board of Directors,


                               /s/ Rick L. Wessel
                               ----------------------------------
 Arlington, Texas              Rick L. Wessel
 May 11, 2004                  President, Secretary
                               and Treasurer



                     First Cash Financial Services, Inc.
                     690 East Lamar Boulevard, Suite 400
                            Arlington, Texas 76011
                               _______________

                               PROXY STATEMENT
                        Annual Meeting of Stockholders
                               _______________

      This Proxy Statement is being  furnished to stockholders in  connection
 with the solicitation  of proxies by  the board of  directors of First  Cash
 Financial Services, Inc., a Delaware corporation (the "Company"), for use at
 the Annual Meeting of Stockholders  of the Company to  be held at the  First
 Cash Financial Services, Inc.  corporate offices located  at 690 East  Lamar
 Boulevard, Suite 400, Arlington, Texas 76011 at 10:00 a.m. CDT, on  Tuesday,
 June  15,  2004,  and  at  any  adjournments  thereof  for  the  purpose  of
 considering  and  voting  upon  the  matters set  forth  in the accompanying
 Notice of  Annual Meeting  of Stockholders.  This  Proxy Statement  and  the
 accompanying form of  proxy are  first being  mailed to  stockholders on  or
 about May 11, 2004.

      The close of business on  April 30, 2004 has  been fixed as the  record
 date for the determination of stockholders entitled to notice of and to vote
 at the Annual Meeting and any adjournment  thereof.  As of the record  date,
 there were 16,112,455 shares of the  Company's common stock, par value  $.01
 per share ("Common Stock"), issued and outstanding.  The presence, in person
 or by proxy, of a majority of the outstanding shares of Common Stock on  the
 record date  is necessary  to constitute  a quorum  at the  Annual  Meeting.
 Abstentions and broker non-votes will be counted as present for the purposes
 of determining the  presence of a  quorum.  Each  share of  Common Stock  is
 entitled to one vote  on all questions requiring  a stockholder vote at  the
 Annual Meeting.   A plurality of  the votes of  the shares  of Common  Stock
 present in person or represented by proxy at the Annual Meeting is  required
 for the  approval  of  Item 1  as  set  forth in  the  accompanying  Notice.
 Stockholders may  not cumulate  their votes  in the  election of  directors.
 Abstentions and broker non-votes will not be counted as having been voted on
 Item 1 and  will have no  effect on  the vote.   The affirmative  vote of  a
 majority of the shares of Common  Stock present or represented by proxy  and
 entitled to vote at the Annual Meeting is required for the approval of  Item
 2.  Broker non-votes and abstentions will have the effect of negative  votes
 on Item 2.  The affirmative vote of a majority of the shares of Common Stock
 present or represented  by proxy and  represented at the  Annual Meeting  is
 required for the approval  of Items 3  and 4.   Abstentions and broker  non-
 votes will not be  counted as having been  voted on Items 3  and 4 and  will
 have no effect on the vote.

      All shares  represented  by  properly  executed  proxies,  unless  such
 proxies previously have been revoked, will be voted at the Annual Meeting in
 accordance  with  the  directions  on  the  proxies.   If  no  direction  is
 indicated, the  shares will  be voted  (i) TO  ELECT ONE  DIRECTOR; (ii)  TO
 CONSIDER AND ACT UPON THE ADOPTION  OF THE AMENDED AND RESTATED  CERTIFICATE
 OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
 FROM 20,000,000 TO 90,000,000; (iii) TO CONSIDER AND ACT UPON A PROPOSAL  TO
 APPROVE THE FIRST  CASH FINANCIAL  SERVICES, INC.  2004 LONG-TERM  INCENTIVE
 PLAN; (iv) TO RATIFY THE SELECTION  OF HEIN + ASSOCIATES LLP AS  INDEPENDENT
 AUDITORS OF THE COMPANY FOR  THE YEAR ENDING DECEMBER  31, 2004; AND (v)  TO
 TRANSACT SUCH OTHER BUSINESS AS MAY  PROPERLY COME BEFORE THE MEETING.   The
 enclosed proxy, even  though executed and  returned, may be  revoked at  any
 time prior to the voting of the proxy (a) by the execution and submission of
 a revised proxy, (b) by  written notice to the  Secretary of the Company  or
 (c) by voting in person at the Annual Meeting.

                                ANNUAL REPORT

      The Annual  Report to  Stockholders, covering  the fiscal  year of  the
 Company, dated December 31, 2003, including audited financial statements, is
 enclosed herewith.  The Annual Report to Stockholders does not form any part
 of the material for solicitation of proxies.

      The Company will provide, without charge,  a copy of its Annual  Report
 on Form  10-K  upon  written  request to  Rick  L.  Wessel,  the  President,
 Secretary and Treasurer at 690 East  Lamar Boulevard, Suite 400,  Arlington,
 Texas 76011.  The Company will provide exhibits to its Annual Report on Form
 10-K, upon payment  of the reasonable  expenses incurred by  the Company  in
 furnishing such exhibits.

                                 STOCK SPLIT

      On March 22, 2004, the Company's  board of directors approved a  three-
 for-two stock split in the form  of a stock dividend.   The stock split  was
 effective April  6,  2004.   All  share  amounts  and prices  per  share  as
 presented in this Proxy Statement reflect the retroactive application of the
 effect of the stock split.

                                    ITEM 1

                            TO ELECT ONE DIRECTOR

      The Bylaws of  the Company  provide that  the board  of directors  will
 determine the  number  of directors,  but  shall  consist of  at  least  one
 director and no  more than 15  directors.  The  stockholders of the  Company
 elect the directors.  At each annual meeting of stockholders of the Company,
 successors of  the class  of  directors whose  term  expires at  the  annual
 meeting will be elected for a three-year term.  Any director elected to fill
 a vacancy or newly  created directorship resulting from  an increase in  the
 authorized number  of directors  shall hold  office for  a term  that  shall
 coincide with the remaining term of that class.  In no case will a  decrease
 in the number of directors shorten the term of any incumbent director.   Any
 vacancy on the board howsoever resulting may be filled by a majority of  the
 directors then in office, even if less than a quorum, or by a sole remaining
 director.  The stockholders will elect one director for the coming year; the
 nominee, Ms. Tara Schuchmann, presently serves as a director of the  Company
 and will be elected for a term of three years.

      Unless otherwise instructed  or unless authority  to vote is  withheld,
 the enclosed proxy  will be  voted for the  election of  the nominee  listed
 herein.  Although the board of directors of the Company does not contemplate
 that the nominee will be unable to  serve, if such a situation arises  prior
 to the Annual Meeting, the person named in the enclosed proxy will vote  for
 the election  of such  other person  as may  be nominated  by the  board  of
 directors.

      The board  of  directors of  the  Company consists  of  five  directors
 divided into three  classes.  At  each annual meeting  of stockholders,  one
 class is  elected to  hold office  for a  term of  three  years.   Directors
 serving until the  earlier of (i)  resignation or (ii)  expiration of  their
 terms at the annual  meeting of stockholders in  the years indicated are  as
 follows: 2004 - Ms. Tara Schuchmann; 2005 - Mr. Phillip E. Powell; and  2006
 - Messrs. Rick L. Wessel, Richard  T. Burke and Joe  R. Love.  All  officers
 serve at the discretion of the board of directors.  No family  relationships
 exist between any director  and executive officer, except  that Mr. John  C.
 Powell, vice  president of  information technology,  is the  brother of  Mr.
 Phillip E. Powell, the chairman of the board and chief executive officer  of
 the Company.  The  Director standing for election  at the Annual Meeting  of
 Stockholders is the following:

      Tara Schuchmann, age 46, has served as a director of the Company  since
 June 2001. Ms.  Schuchmann is the  founder and managing  general partner  of
 Tara Capital Management LP, an investment management and advisory firm.  Ms.
 Schuchmann has 23 years experience in the financial services industry.   Ms.
 Schuchmann holds  an MBA  from the  Harvard  University Graduate  School  of
 Business Administration.

 Directors Not Standing For Election

      Phillip E. Powell,  age 53,  has served as  a director  of the  Company
 since March 1990, served  as president from March  1990 until May 1992,  and
 has served as chief executive officer since  May 1992.  Mr. Powell has  been
 engaged in the financial services industry for over 28 years.

      Rick L. Wessel, age  45, has served as  secretary and treasurer of  the
 Company since May  1992, as president  since May 1998,  as a director  since
 November 1992 and as chief financial officer from May 1992 to December 2002.
 Prior to  February  1992,  Price Waterhouse  LLP  employed  Mr.  Wessel  for
 approximately nine years.

      Richard T. Burke, age 60, has served as a director of the Company since
 December 1993. Mr. Burke  is the founder and,  until February 1988, was  the
 chief executive  officer of  UnitedHealth Group,  a leading  company in  the
 managed health care industry.  Mr. Burke remains a director of  UnitedHealth
 Group and is  a board member  of several private,  nonprofit and  charitable
 organizations.  The securities of UnitedHealth Group are registered pursuant
 to the Exchange Act.  From 1995 until February 2001, Mr. Burke was the owner
 and chief executive officer  of the Phoenix  Coyotes, a professional  sports
 franchise of the National Hockey League.

      Joe R. Love,  age 65, has  served as a  director of  the Company  since
 December 1991.  Mr. Love has served as chairman of CCDC, Inc., a real estate
 development firm, since October 1976.  Mr. Love is the owner of Surrey, LLC,
 a golf and residential community in Oklahoma City, Oklahoma.

 Board of Directors, Committees and Meetings

      The board  of  directors  held four  meetings  during  the  year  ended
 December 31,  2003.   Each director  attended, either  telephonically or  in
 person, 100% of the board meetings during the year ended December 31,  2003.
 The Audit, Compensation, and Nominating and Corporate Governance  Committees
 each consist of  Richard T. Burke,  Joe R. Love  and Tara  Schuchmann.   The
 Audit Committee held four meetings during  the year ended December 31,  2003
 and the Compensation  Committee held three  meetings during  the year  ended
 December 31, 2003.   The Nominating and  Corporate Governance Committee  was
 not formed until  April 2004 and  accordingly did not  meet during the  year
 ended December  31,  2003.   Each  member  attended 100%  of  the  committee
 meetings, either in person or telephonically.

      Audit Committee.  The Audit Committee is responsible for the  oversight
 of  the  Company's  accounting  and  financial  reporting  processes.   This
 includes the selection and engagement of the Company's independent  auditors
 and review of the scope of the annual  audit, audit fees and results of  the
 audit.  The Audit  Committee reviews and discusses  with management and  the
 board of directors such matters as accounting policies, internal  accounting
 controls, procedures  for  preparation  of financial  statements  and  other
 financial  disclosures,  scope  of  the  audit,  the  audit  plan  and   the
 independence of  such accountants.   In  addition, the  Audit Committee  has
 oversight over the Company's internal audit function.

      Compensation  Committee.    The  Compensation  Committee  approves  the
 standards  for  salary  ranges  for  executive,  managerial  and   technical
 personnel of the  Company and  establishes, subject  to existing  employment
 contracts, the  specific  compensation  and  bonus  plan  of  all  corporate
 officers.  In  addition, the Compensation  Committee oversees the  Company's
 stock option plans and the incentive plans.

      Nominating and  Corporate Governance  Committee.   The  Nominating  and
 Corporate Governance Committee is responsible for making recommendations  to
 the board of directors concerning the governance structure and practices  of
 the Company, including the size of the  board of directors and the size  and
 composition of various committees of the  board of directors.  In  addition,
 the  Nominating  and  Corporate  Governance  Committee  is  responsible  for
 identifying individuals believed  to be qualified  to become board  members,
 and to  recommend  to  the board  the  nominees  to stand  for  election  as
 directors at the annual meeting of stockholders.

 Directors' Fees

      For the year ended December 31, 2003, Ms. Schuchmann and Messrs.  Burke
 and  Love each  received $25,000  as  compensation for  attending  the  2003
 meetings  of  the board  of directors  and committee  meetings thereof.   In
 addition,  the  directors  are  reimbursed  for  their  reasonable  expenses
 incurred for each board and committee meeting attended.  See "Compensation -
 Stock Options and Warrants" for a discussion of options and warrants  issued
 to directors.

 Corporate Governance

      The board  of directors  has adopted  a Code  of Ethics  to govern  the
 conduct of all of the officers,  directors and employees of the Company.  In
 addition to the  amended and restated  Audit Committee  Charter attached  to
 this Proxy Statement as APPENDIX A,  the board has adopted charters for  the
 Compensation  Committee  and   the  Nominating   and  Corporate   Governance
 Committee. The Code and committee charters can be accessed on the  Company's
 website at www.firstcash.com.

 Director Independence

      The board  of directors  has determined  that,  with the  exception  of
 Phillip E. Powell,  Chairman and  CEO of the  Company, and  Rick L.  Wessel,
 President of the Company, all of its directors, including all of the members
 of  the  Audit,  Compensation,  and  Nominating  and  Corporate   Governance
 Committees, are "independent" as  defined by Nasdaq  and the Securities  and
 Exchange Commission  ("SEC")  and  for purposes  of  Section 162(m)  of  the
 Internal Revenue Code  of 1986,  as amended (the  "Code").   No director  is
 deemed independent  unless  the  board  affirmatively  determines  that  the
 director has no material relationship with  the Company, either directly  or
 as an  officer,  stockholder  or  partner of  an  organization  that  has  a
 relationship with  the  Company.  In making  its  determination,  the  board
 observes all criteria for independence established  by the rules of the  SEC
 and Nasdaq.   In  addition, the  board  considers all  commercial,  banking,
 consulting, legal, accounting,  charitable or  other business  relationships
 any director may have with the Company.

 Procedure for Contacting Directors

      The board of directors has established a procedure for stockholders  to
 send communications  to the  board. Stockholders  may communicate  with  the
 board generally or with a  specific director at any  time by writing to  the
 Company's Corporate  Secretary  at the  Company's  address, 690  East  Lamar
 Blvd., Suite  400, Arlington,  Texas 76011.  The Secretary  will review  all
 messages received and will forward any message that reasonably appears to be
 a communication from a  stockholder about a  matter of stockholder  interest
 that is intended for communication to the board. Communications will be sent
 as soon as practicable  to the director  to whom they  are addressed, or  if
 addressed to the  board generally,  to the  Chairman of  the Nominating  and
 Corporate  Governance  Committee.  Because  other  appropriate  avenues   of
 communication exist for matters that are  not of stockholder interest,  such
 as general business complaints  or employee grievances, communications  that
 do not relate to  matters of stockholder interest  will not be forwarded  to
 the board. The Corporate Secretary has  the option, but not the  obligation,
 to forward these  other communications  to appropriate  channels within  the
 Company.

 Section 16(a) Beneficial Ownership Reporting Compliance

      Based solely on the reports furnished  pursuant to Section 16a-3(e)  of
 the Exchange  Act,  all reports  as  required  under Section  16(a)  of  the
 Exchange Act were filed  on a timely basis  during the year ending  December
 31, 2003,  except in  September  2003 Mr.  Phillip  E. Powell  reported  one
 transaction (a sale of  2,900 shares of  common stock) five  days late on  a
 Form 4.

 Compensation Committee Interlocks and Insider Participation in Compensation
 Decisions

      The Compensation Committee reviews compensation paid to management  and
 recommends to  the board  of directors  appropriate executive  compensation.
 Ms.  Schuchmann  and  Messrs.  Burke  and  Love  serve  as  members  of  the
 Compensation Committee and are not employed by the Company.

      BASED  UPON  THE  RECOMMENDATION   OF  THE  NOMINATING  AND   CORPORATE
 GOVERNANCE COMMITTEE, THE BOARD HAS NOMINATED THE ABOVE-REFERENCED  DIRECTOR
 FOR ELECTION BY THE STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" SUCH  ELECTION.
 THE ELECTION  OF THIS  DIRECTOR REQUIRES  A PLURALITY  OF THE  VOTES OF  THE
 SHARES OF COMMON  STOCK PRESENT  IN PERSON OR  REPRESENTED BY  PROXY AT  THE
 ANNUAL MEETING.


                                    ITEM 2

      TO CONSIDER AND ACT UPON THE ADOPTION OF THE AMENDED AND RESTATED
 CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF
                  COMMON STOCK FROM 20,000,000 TO 90,000,000

      The Company's  current Certificate  of Incorporation  provides for  the
 authorization to issue up to 20,000,000 shares  of its Common Stock.  As  of
 April 30, 2004, the Company had 16,112,455 shares of Common Stock issued and
 outstanding and  2,182,950  shares of  Common  Stock reserved  for  issuance
 pursuant to outstanding warrants and options.  As a result, the Company  has
 issued or reserved 18,295,405 of its  currently authorized shares of  Common
 Stock.   Therefore,  the Company's  board  of directors  believes  that  the
 increase in authorized  shares from  20,000,00 to  90,000,000 is  desirable.
 The board of directors may find it  advisable at some point for the  Company
 to issue additional  shares of Common  Stock in connection  with any  future
 stock  splits,  acquisitions,  capital  raising  transactions,  exercise  or
 conversion of derivative securities,  or compensatory plans.   The board  of
 directors has no present plans, commitments  or understandings to issue  any
 additional  shares  of  Common  Stock,  with  exception  to  the   Company's
 compensatory plans.  Authorized but unissued  shares of Common Stock may  be
 issued at any  time upon  authorization of  the board  of directors  without
 further approval of Company stockholders.

      In order to  more clearly  set forth  this amendment  to the  Company's
 Certificate of Incorporation which  is being proposed  herein, the board  of
 directors proposes  that  the  Company's  Certificate  of  Incorporation  be
 amended and restated  for filing with  the Delaware Secretary  of State.   A
 copy of the proposed  Amended and Restated  Certificate of Incorporation  is
 attached hereto as APPENDIX B.  The only change in the proposed Amended  and
 Restated Certificate  of  Incorporation  from  the  current  Certificate  of
 Incorporation is in  Article VI whereby  the total number  shares of  Common
 Stock that the Company shall have the authority to issue shall be  increased
 from 20,000,000 to 90,000,000.

      Shares of authorized but unissued Common  Stock could be issued in  one
 or more  transactions  which could  make  a  takeover of  the  Company  more
 difficult and, therefore, less  likely.  Any such  issuance of Common  Stock
 could have the  effect of diluting  earnings per share  of Common Stock  and
 reducing the book value per share of  Common Stock.  The issuance of  Common
 Stock could be used to dilute the  stock ownership of any person or  persons
 seeking  to  obtain  control  of the  Company.   The board  has  no  present
 intention of causing  the Company to  issue shares of  Common Stock for  any
 purpose which would have an anti-takeover effect.

      THE BOARD  HAS  RECOMMENDED THE  AMENDED  AND RESTATED  CERTIFICATE  OF
 INCORPORATION FOR APPROVAL BY THE STOCKHOLDERS  AND RECOMMENDS A VOTE  "FOR"
 SUCH AMENDED  AND  RESTATED CERTIFICATE  OF  INCORPORATION TO  INCREASE  THE
 NUMBER OF AUTHORIZED SHARES OF COMMON  STOCK FROM 20,000,000 TO  90,000,000.
 THE ADPOTION OF THE AMENDED AND  RESTATED CERTIFICATE OF INCORPORATION  WILL
 REQUIRE FOR APPROVAL THE  AFFIRMATIVE VOTE OF THE  HOLDERS OF A MAJORITY  OF
 THE OUTSTANDING SHARES OF COMMON STOCK  PRESENT OR REPRESENTED BY PROXY  AND
 ENTITLED TO VOTE AT THE ANNUAL MEETING.


                                    ITEM 3

        TO CONSIDER AND ACT UPON A PROPOSAL TO APPROVE THE FIRST CASH
            FINANCIAL SERVICES, INC. 2004 LONG-TERM INCENTIVE PLAN

 Background Information

      The board of  directors has adopted,  subject to stockholder  approval,
 the Company's 2004 Long-Term Incentive Plan  (the "2004 Plan"). The  purpose
 of the  2004  Plan is  to  promote the  interests  of the  Company  and  its
 stockholders and  give  it a  competitive  advantage by  (i) attracting  and
 retaining  executive  personnel  and  other  key  employees  of  outstanding
 ability; (ii) motivating  executive personnel  and other  key employees,  by
 means of performance-related incentives, to achieve longer-range performance
 goals; and (iii) enabling  such employees  to participate  in the  long-term
 growth and  financial success  of the  Company  by acquiring  a  proprietary
 interest in the Company.

      The following summary of the 2004 Plan is qualified in its entirety  by
 reference to the full text of the 2004 Plan, which is attached to this Proxy
 Statement as APPENDIX C.

 General Administration of the Plan

       The 2004 Plan will  be administered by  the Compensation Committee  of
 the board of directors (the "Committee").  The Committee will be  authorized
 to grant  to key  employees of  the  Company awards  in  the form  of  stock
 options,  performance  shares,  and  restricted  stock.  In  addition,   the
 Committee will have the authority to  grant other stock-based awards in  the
 form of stock appreciation  rights, restricted stock  units, and stock  unit
 awards.  The  2004  Plan  will  become   effective  upon  approval  by   the
 stockholders and  will expire  ten years  from  such effective  date  unless
 terminated earlier or extended by the board of directors.

       Each member of the Committee must be a "non-employee director"  within
 the meaning  of  Rule 16b-3  promulgated  by  the  Securities  and  Exchange
 Commission under  the  Securities Exchange  Act  of 1934,  as  amended  (the
 "Exchange Act"), an "independent director" as defined by Nasdaq rules and an
 "outside director" within the meaning of the Code. The Committee will select
 persons to receive  grants from among  the eligible participants,  determine
 the types of grants and number of shares to be awarded to grantees, and  set
 the terms, conditions, and provisions of the grants consistent with the 2004
 Plan. The Committee has authority to amend awards and to accelerate  vesting
 and/or  exercisability  of  awards,  provided   that  it  cannot  amend   an
 outstanding option to  reduce its  exercise price  or cancel  an option  and
 replace it with  an option with  a lower exercise  price. The Committee  may
 also establish rules for administration of the 2004 Plan.

 Eligibility

      The Committee  will  select  grantees from  among  the  key  employees,
 officers, directors and consultants of the Company and its subsidiaries. The
 eligible participants will be  those who, in the  opinion of the  Committee,
 have  the  capacity  for  contributing  in  a  substantial  measure  to  the
 successful performance of the Company. All awards and the terms of any award
 to eligible  participants who  are members  of the  Committee must  also  be
 approved by the board of directors.

 Shares Subject to the Plan

      Subject to adjustment as described  below, a maximum 900,000 shares  of
 Company Common  Stock may  be issued  under  the 2004  Plan. Any  shares  of
 Company Common Stock  subject to awards  that are forfeited  or withheld  in
 payment of any exercise  price or taxes will  again be available for  grant.
 Also, if an award  terminates without shares of  Company Common Stock  being
 issued, then  the  shares that  were  subject to  the  award will  again  be
 available for grant.  The shares may  be authorized and  unissued shares  or
 treasury shares. In the event of a stock split, stock dividend, spin-off, or
 other relevant change  affecting the Company's  Common Stock, the  Committee
 shall make appropriate  adjustments to the  number of  shares available  for
 grants and to the number of  shares and price under outstanding grants  made
 before the event.

 Types of Awards Under the 2004 Plan

 Stock Options

      The Committee  may grant  awards in  the form  of options  to  purchase
 shares of the Company's Common Stock.  With regard to each such option,  the
 Committee will determine  the number of  shares subject to  the option,  the
 manner and time of the  exercise of the option,  and the exercise price  per
 share of stock subject to the  option; provided, however, that the  exercise
 price of any "Incentive Stock Option" (as defined in the 2004 Plan) may  not
 be less than 100% of the fair market  value of the shares of Company  Common
 Stock on the  date the option  is granted. The  exercise price  may, at  the
 discretion of the  Committee, be paid  by a participant  in cash, shares  of
 Company Common Stock  or a  combination thereof.  The period  of any  option
 shall be determined by the Committee,  but no Incentive Stock Option may  be
 exercised later than 10 years  after the date of  grant. The aggregate  fair
 market value, determined at the date of grant of the Incentive Stock Option,
 of Company Common Stock for which  an Incentive Stock Option is  exercisable
 for the first time during any calendar year as to any participant shall  not
 exceed the maximum limitation  as provided in Section 422  of the Code.  The
 effect of  a  grantee's  termination  of  employment  by  reason  of  death,
 retirement, disability,  or  otherwise  will  be  specified  in  the  option
 agreement evidencing the grant of the option.

 Stock Appreciation Rights

      The 2004 Plan also authorizes the Committee to grant stock appreciation
 rights ("SARs"). Upon exercising an SAR, the holder receives for each  share
 with respect  to  which  the  SAR  is exercised,  an  amount  equal  to  the
 difference between the exercise price (which  may not be less than the  fair
 market value of such share on the date of grant unless otherwise  determined
 by the Committee) and the fair market  value of the Company Common Stock  on
 the date of exercise. At the Committee's discretion, payment of such  amount
 may be  made in  cash, shares  of  Company Common  Stock, or  a  combination
 thereof. Each SAR granted will be  evidenced by an agreement specifying  the
 terms and conditions of  the award, including the  effect of termination  of
 employment (by reason of death, disability, retirement or otherwise) on  the
 exercisability of the SAR. No SAR may have a term of greater than 10 years.

 Performance Shares

      The 2004  Plan permits  the Committee  to grant  awards of  performance
 shares to eligible employees from time to time. These awards are  contingent
 upon the  achievement  of  certain  performance  goals  established  by  the
 Committee. The length of time over  which performance will be measured,  the
 performance goals, and the criteria to be used in determining whether and to
 what degree  the  goals  have  been  attained  will  be  determined  by  the
 Committee.  The Committee will also  determine the effect of termination  of
 employment of  a grantee  (by reason  of  death, retirement,  disability  or
 otherwise) during the performance period.

 Restricted Stock and Restricted Stock Units

      Under the 2004 Plan, the Committee  may award restricted shares of  the
 Company's Common Stock and restricted stock units to eligible employees from
 time to  time and  subject  to certain  restrictions  as determined  by  the
 Committee. The nature and extent of  restrictions on such shares and  units,
 the duration of such  restrictions, and any  circumstance which could  cause
 the forfeiture of such shares or units shall be determined by the Committee.
 The  Committee  will  also  determine  the  effect  of  the  termination  of
 employment of a recipient of restricted stock or restricted stock units  (by
 reason of retirement, disability, death or otherwise) prior to the lapse  of
 any applicable restrictions.

 Other Stock Based Awards

       In addition, the Committee shall have authority under the 2004 Plan to
 grant stock unit awards, which can be in the form of Common Stock or  units,
 the value of  which is  based, in  whole or  in part,  on the  value of  the
 Company's Common  Stock. Such  stock unit  awards will  be subject  to  such
 terms, restrictions, conditions, vesting  requirements and payment rules  as
 the Committee may determine.  Stock unit awards may  not be assigned,  sold,
 transferred, pledged or otherwise  encumbered prior to  the date shares  are
 issued or, if later, the date provided by the Committee at the time of grant
 of the stock unit award. Stock unit awards may relate in whole or in part to
 certain performance criteria  established by the  Committee at  the time  of
 grant. The  Committee  will also  determine  the effect  of  termination  of
 employment of a stock unit award recipient (by reason of death,  retirement,
 disability or otherwise) during any applicable vesting period.

 Awards to Covered Employees

      The Plan  permits the  Committee to  grant qualified  performance-based
 awards ("Awards") to the chief executive officer and the four other  highest
 compensated officers of the Company (the "Covered Employees"). These  Awards
 are intended to qualify as performance-based pay under Section 162(m) of the
 Code to enable the  Company to deduct the  compensation paid to the  Covered
 Employees attributable to  these Awards. In  general, Section 162(m)  limits
 the deduction for  compensation paid to  the Covered Employees  to a  dollar
 limitation ($1,000,000), but permits performance-based pay to be  deductible
 without regard to the dollar limitation.

      If the Award  is a stock  option or SAR  grant with  an exercise  price
 equal to the fair market value of  the underlying shares of Common Stock  on
 the date  of  grant, the  Award  qualifies as  performance-based  pay  under
 Section 162(m).

      If performance shares  are granted, then  the Committee will  establish
 performance goals based on  the attainment of one  or more of the  following
 measures with  respect to  the Company  or an  affiliate, or  a  subsidiary,
 division or department of the Company  or an affiliate for whom the  Covered
 Employee performs services: revenue growth; earnings before interest, taxes,
 depreciation and amortization; earnings before interest and taxes; operating
 income; pre-  or  after-tax  income;  earnings  per  share  from  continuing
 operations; other  board  or committee  approved  performance  measurements;
 earnings per share; cash flow; cash flow per share; return on equity; return
 on  invested  capital;  return  on  assets;  economic  value  added  (or  an
 equivalent metric);  share  price  performance;  total  stockholder  return;
 improvement in  or  attainment  of expense  levels;  or  improvement  in  or
 attainment of working capital  levels. The preceding goals  may be based  on
 attaining specified levels of Company performance  under one or more of  the
 measures described above relative to the performance of other companies.

      The Committee will  establish the  relevant goals  at a  time when  the
 outcome is substantially uncertain, and  the Committee will certify  whether
 the goals  have  been  attained. This  process  of  establishing  goals  and
 confirming their attainment  is intended to  comply with Section 162(m)  and
 permit the Award to qualify as deductible performance-based pay.

      No more than 100,000 shares of Common Stock may be subject to Awards to
 any eligible individual, including a Covered Employee, in any fiscal year.

 Change in Control

      In order  to preserve  the rights  of participants  in the  event of  a
 Change in  Control (as  defined in  the  2004 Plan),  the Committee  in  its
 discretion may, at the time a grant is made or at any time thereafter,  take
 one or more of  the following actions: (i) provide  for the acceleration  of
 any time period relating to the  exercise of an award, (ii) provide for  the
 purchase of the award upon the  participant's request for an amount of  cash
 or other  property  that could  have  been  received upon  the  exercise  or
 realization of  the  award  had the  award  been  currently  exercisable  or
 payable, (iii) adjust the terms of the  award in a manner determined by  the
 Committee to  reflect the  Change in  Control, (iv) cause  the award  to  be
 assumed, or new rights substituted therefore, by another entity, or (v) make
 such other provisions  as the Committee  may consider equitable  and in  the
 best interests of the Company.

 Amendment and Termination of the 2004 Plan

      The board  of  directors  may amend,  alter,  suspend,  discontinue  or
 terminate the 2004 Plan or any portion thereof at any time, provided that no
 amendment shall be made without  stockholder approval which (a) is  required
 to be approved  by stockholders  to comply  with applicable  laws or  rules,
 (b) increase the  number of  shares of  Company  Common Stock  reserved  for
 issuance under the 2004 Plan or (c) would cause the Company to be unable  to
 grant Incentive Stock Options.

 Federal Income Tax Consequences

      Under current U.S. federal tax law, the following are the U.S.  federal
 income tax consequences generally arising with respect to awards made  under
 the 2004 Plan.

 Exercise of Incentive Stock Option and Subsequent Sale of Shares

      A participant who is granted an Incentive Stock Option does not realize
 taxable income at the time of the grant or  at the time of exercise. If  the
 participant makes no disposition of shares acquired pursuant to the exercise
 of an Incentive Stock Option before the later of two years from the date  of
 grant or one year from such  date of exercise ("statutory holding  period"),
 any gain (or  loss) realized  on such disposition  will be  recognized as  a
 long-term capital gain (or loss). Under such circumstances, the Company will
 not be entitled to any deduction for federal income tax purposes.

      However, if the participant disposes of the shares during the statutory
 holding  period,  that  will  be  considered  a  disqualifying  disposition.
 Provided the amount  realized in the  disqualifying disposition exceeds  the
 exercise price, the  ordinary income a  participant shall  recognize in  the
 year of a disqualifying disposition will be the lesser of (i) the excess  of
 the amount realized over the exercise price, or (ii) the excess of the  fair
 market value of the  shares at the  time of the  exercise over the  exercise
 price; and the  Company generally will  be entitled to  a deduction for  the
 amount of  ordinary  income recognized  by  such participant.  The  ordinary
 income recognized by the participant is not considered wages and the Company
 is not  required to  withhold, or  pay employment  taxes, on  such  ordinary
 income. Finally, in  addition to the  ordinary income  described above,  the
 participant shall recognize capital gain on the disqualifying disposition in
 the amount,  if any,  by  which the  amount  realized in  the  disqualifying
 disposition exceeds the fair market value of  the shares at the time of  the
 exercise, and shall be long-term or short-term capital gain depending on the
 participant's post-exercise holding period for such shares.

      Special tax rules apply when all or a portion of the exercise price  of
 an Incentive Stock Option is paid  by delivery of already owned shares,  but
 generally it  does  not materially  change  the tax  consequences  described
 above. However, the exercise of an Incentive Stock Option with shares  which
 are, or have been, subject to an Incentive Stock Option, before such  shares
 have satisfied the statutory  holding period, generally  will result in  the
 disqualifying disposition of the shares surrendered.

      Notwithstanding the favorable tax treatment of Incentive Stock  Options
 for regular tax purposes,  as described above,  for alternative minimum  tax
 purposes, an Incentive Stock Option is generally treated in the same  manner
 as a Nonqualified  Stock Option. Accordingly,  a participant must  generally
 include as  alternative minimum  taxable income  for the  year in  which  an
 Incentive Stock Option is exercised, the excess of the fair market value  of
 the shares acquired on the date of exercise over the exercise price of  such
 shares. However, to the extent a participant disposes of such shares in  the
 same calendar year as the exercise,  only an amount equal to the  optionee's
 ordinary income for regular tax purposes with respect to such  disqualifying
 disposition will be recognized for the optionee's calculation of alternative
 minimum taxable income in such calendar year.

 Exercise of Nonqualified Stock Option and Subsequent Sale of Shares

      A participant  who is  granted a  nonqualified  stock option  does  not
 realize taxable income at the time of the grant, but does recognize ordinary
 income at the time of exercise in an amount equal to the excess of the  fair
 market value  of  the shares  acquired  on the  date  of exercise  over  the
 exercise price of such shares; and the Company generally will be entitled to
 a  deduction  for  the  amount  of   ordinary  income  recognized  by   such
 participant. The ordinary income recognized by the participant is considered
 supplemental wages and the Company is required to withhold, and the  Company
 and the participant are required to pay applicable employment taxes, on such
 ordinary income.

      Upon the subsequent disposition of shares acquired through the exercise
 of a  nonqualified  stock  option,  any gain  (or  loss)  realized  on  such
 disposition will be recognized as a  long-term, or short-term, capital  gain
 (or loss) depending  on the participant's  post-exercise holding period  for
 such shares.

 Lapse of Restrictions on Restricted Stock and Subsequent Sale of Shares

      A participant who  has been  granted an  award of  restricted stock  or
 restricted stock units does  not realize taxable income  at the time of  the
 grant. When the restrictions lapse, the participant will recognize  ordinary
 income in an  amount equal to  the excess of  the fair market  value of  the
 shares at such time over the amount, if  any, paid for such shares; and  the
 Company generally will be entitled to a deduction for the amount of ordinary
 income recognized by such participant. The ordinary income recognized by the
 participant is considered supplemental wages and the Company is required  to
 withhold, and the Company and the participant are required to pay applicable
 employment taxes, on such ordinary  income. Upon the subsequent  disposition
 of the  formerly restricted  shares, any  gain (or  loss) realized  on  such
 disposition will be recognized as a  long-term, or short-term, capital  gain
 (or loss)  depending on  the participant's  holding period  for such  shares
 after their restrictions lapse.

      Under Section 83(b) of the Code, a participant who receives an award of
 restricted stock may elect to recognize ordinary income for the taxable year
 in which the restricted stock was received  equal to the excess of the  fair
 market value of the  restricted stock on the  date of the grant,  determined
 without regard to the  restrictions, over the amount  (if any) paid for  the
 restricted  stock.  Any  gain  (or   loss)  recognized  upon  a   subsequent
 disposition of the shares will  be capital gain (or  loss) and will be  long
 term or  short term  depending  on the  post-grant  holding period  of  such
 shares. If, after making the election, a participant forfeits any shares  of
 restricted stock, or sells restricted stock at a price below its fair market
 value on the  date of  grant, such  participant is  only entitled  to a  tax
 deduction with respect to the consideration (if any) paid for the restricted
 stock, not the amount elected to be included as income at the time of grant.

 SARs, Performance Shares and Stock Unit Awards

      A participant who is granted a  SAR does not realize taxable income  at
 the time of the  grant, but does  recognize ordinary income  at the time  of
 exercise of the  SAR in an  amount equal to  the excess of  the fair  market
 value of the shares (on the date of exercise) with respect to which the  SAR
 is exercised, over the grant price of such shares; and the Company generally
 will be entitled to a deduction for the amount of ordinary income recognized
 by the such participant

      A participant who has been awarded a performance share or a stock  unit
 award does not realize  taxable income at  the time of  the grant, but  does
 recognize ordinary income at the time the award is paid equal to the  amount
 of cash  (if  any)  paid and  the  fair  market value  of  shares  (if  any)
 delivered; and the Company generally will be entitled to a deduction for the
 amount of ordinary income recognized by the such participant.

      The ordinary income recognized  by a participant  in connection with  a
 SAR, performance share,  or a stock  unit award  is considered  supplemental
 wages and  the Company  is required  to withhold,  and the  Company and  the
 participant are  required  to  pay  applicable  employment  taxes,  on  such
 ordinary income.

      To the extent, if  any, that shares are  delivered to a participant  in
 satisfaction of  either  the  exercise  of  a  SAR,  or  the  payment  of  a
 performance share or stock  unit award, upon  the subsequent disposition  of
 such shares any gain (or loss)  realized will be recognized as a  long-term,
 or short-term, capital gain (or loss)  depending on the participant's  post-
 delivery holding period for such shares.

 New Plan Benefits

      Grants and awards  under the 2004  Plan, which may  be made to  Company
 executive  officers,  directors  and  other  employees,  are  not  presently
 determinable.  If the stockholders approve the Plan, such grants and  awards
 will be made at the discretion of the Committee or the board of directors in
 accordance with  the  compensation  policies of  the  Committee,  which  are
 discussed in the "Report of the Compensation Committee."

       BASED UPON THE RECOMMENDATION OF THE COMPENSATION COMMITTEE, THE BOARD
 HAS APPROVED THE ADOPTION  OF THE FIRST CASH  FINANCIAL SERVICES, INC.  2004
 LONG-TERM INCENTIVE PLAN  AND RECOMMENDS A  VOTE "FOR" THE  APPROVAL OF  THE
 PROPOSED PLAN.  THE APPROVAL OF  SUCH PLAN REQUIRES THE AFFIRMATIVE VOTE  OF
 THE HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES OF COMMON STOCK  PRESENT
 OR REPRESENTED BY PROXY AND REPRESENTED AT THE ANNUAL MEETING.


                                    ITEM 4

 RATIFY THE SELECTION OF HEIN + ASSOCIATES LLP AS INDEPENDENT AUDITORS OF THE
                COMPANY FOR THE YEAR ENDING DECEMBER 31, 2004

      On March  12,  2004,  the  Company,  at  the  direction  of  the  Audit
 Committee, notified its  independent accountant, Deloitte  & Touche LLP,  of
 its dismissal as independent accountants, except  with respect to audit  and
 audit related services pertaining to the  year ended December 31, 2003.  The
 change was  the  result  of  a  proposal  and  competitive  bidding  process
 involving several accounting firms.   Effective April  16, 2004, Deloitte  &
 Touche LLP's  engagement was  terminated and  they no  longer provide  audit
 services nor do they serve as the Company's auditor.

      The Audit  Committee  selected Hein  +  Associates LLP  as  independent
 accountants to audit the books, records and accounts of the Company for  the
 year ending December  31, 2004.   The board has  endorsed this  appointment.
 Hein + Associates LLP was engaged  in March 2004 as the Company's  principal
 accountant.   Deloitte &  Touche, LLP  previously audited  the  consolidated
 financial statements of the Company and during the two years ended  December
 31, 2003 provided both audit and non-audit services.


      Deloitte  &  Touche  LLP's  report  on  the  Company's  2003  financial
 statements was issued on March 8, 2004 in conjunction with the filing of the
 Company's Annual Report on Form 10-K  for the year ended December 31,  2003.
 The audit reports  of Deloitte &  Touche LLP on  the consolidated  financial
 statements of the Company as of and  for the years ended December 31,  2003,
 2002 and 2001, did not contain any adverse opinion or disclaimer of opinion,
 nor were  they qualified  or modified  as to  uncertainty, audit  scope,  or
 accounting principles, except that the audit reports for 2002 and 2003  were
 modified to  reflect a  change in  the Company's  method of  accounting  for
 amortization of goodwill in 2002 in accordance with FASB Statement No.  142,
 Goodwill and Other Intangible Assets, and  except that the audit report  for
 2003 was modified to reflect a change in the Company's method of  accounting
 for its 50% owned joint venture, Cash & Go, Ltd., in 2003 in accordance with
 FASB Interpretation 46(R), Consolidation of Variable Interest Entities.

      During the Company's three most recent  years ended December 31,  2003,
 and the subsequent  interim period  through April  16, 2004,  there were  no
 disagreements between the Company and Deloitte & Touche LLP on any matter of
 accounting principles  or  practices,  financial  statement  disclosure,  or
 auditing scope or  procedure (within the  meaning of  Item 304(a)(1)(iv)  of
 Regulation S-K) and  there were  no reportable  events (as  defined by  Item
 304(a)(1)(v) of Regulation S-K).

      During the Company's three most recent  years ended December 31,  2003,
 and the  subsequent  interim period  through  March 12,  2004,  neither  the
 Company nor  anyone on  its  behalf consulted  with  Hein +  Associates  LLP
 regarding any of the  matters or events set  forth in Item 304(a)(2)(i)  and
 (ii) of Regulation S-K.  Hein + Associates LLP has served as the independent
 accountant engaged to audit  the First Cash 401(k)  Plan for the three  most
 recent years ended December 31, 2002  and is currently engaged to audit  the
 First Cash 401(k) Plan for the year ended December 31, 2003.

 Principal Accountant Fees and Services

      Aggregate fees for  professional services rendered  for the Company  by
 Deloitte & Touche, LLP for the years ended December 31, 2003 and 2002,  were
 as follows:


      Services Provided:                                      2003     2002
                                                            -------   -------
      Audit                                                $140,000  $135,000
      Audit Related                                               -         -
      Tax                                                         -     8,800
      Financial Information Systems Design &                      -         -
      Implementation Fees
      All Other                                                   -         -
                                                            -------   -------
      Total                                                $140,000  $143,800
                                                            =======   =======

      The audit fees for the years ended December 31, 2003 and 2002 were  for
 the audits of the consolidated financial statements of the Company, issuance
 of consents, and assistance with and review of documents filed with the SEC.

      Tax fees  for the  years  ended December  31,  2002 were  for  services
 related to tax  compliance, including the  preparation of  tax returns,  tax
 planning and tax advice.

 Audit Committee Pre-Approval Policies and Procedures

      The 2003 and 2002 audit and  non-audit services provided by Deloitte  &
 Touche, LLP were approved  by the Audit Committee.   The non-audit  services
 which were approved  by the  Audit Committee  were also  reviewed to  ensure
 compatibility with maintaining the auditor's independence.

      The Audit Committee  implemented pre-approval  policies and  procedures
 related to  the provision  of audit  and non-audit  services.   Under  these
 procedures, the Audit Committee pre-approves both the type of services to be
 provided by the  Company's independent  accountants and  the estimated  fees
 related to these services.  During the approval process, the Audit Committee
 considers the impact of the  types of services and  the related fees on  the
 independence  of  the  auditor.   The  services  and  fees  must  be  deemed
 compatible with  the maintenance  of the  auditor's independence,  including
 compliance with SEC rules and regulations.

      Throughout the year, the Audit Committee  reviews any revisions to  the
 estimates of audit and non-audit fees initially approved.

 Ratification of Independent Auditors

      In the event the stockholders do  not ratify the appointment of Hein  +
 Associates LLP  as independent  auditors for  the year  ending December  31,
 2004, the adverse vote  will be considered  as a direction  to the board  of
 directors to select other auditors for the following year.  However, because
 of the difficulty in making any  substitution of auditors so long after  the
 beginning of the year ending December 31, 2004, it is contemplated that  the
 appointment for the year ending December 31, 2004 will be permitted to stand
 unless the board finds other good reason for making a change.

      Representatives of Hein + Associates LLP are expected to be present  at
 the meeting, with the opportunity to make  a statement if desired to do  so.
 Such representatives  are  also  expected to  be  available  to  respond  to
 appropriate questions.

      BASED UPON THE  RECOMMENDATION OF THE  AUDIT COMMITTEE,  THE BOARD  HAS
 RECOMMENDED THE  RATIFICATION  OF  HEIN  +  ASSOCIATES  LLP  AS  INDEPENDENT
 AUDITORS.  SUCH RATIFICATION REQUIRES THE AFFIRMATIVE VOTE OF THE HOLDERS OF
 A MAJORITY OF THE OUTSTANDING SHARES OF COMMON STOCK PRESENT OR  REPRESENTED
 BY PROXY AND REPRESENTED AT THE ANNUAL MEETING.

                              EXECUTIVE OFFICERS

      The following table lists the executive  officers of the Company as  of
 the date hereof and the capacities in which they serve.

            Name               Age     Position

            Phillip E. Powell   53     Chairman of the Board and
                                         Chief Executive Officer
            Rick L. Wessel      45     President, Secretary, Treasurer
                                         and Director
            J. Alan Barron      43     Chief Operating Officer
            R. Douglas Orr      43     Chief Financial Officer
            John C. Powell      49     Vice President of Information
                                         Technology

      J. Alan  Barron  joined  the  Company in  January  1994  as  its  chief
 operating officer.  Mr.  Barron served as the  chief operating officer  from
 January 1994 to  May 1998 and  from January 2003  to the present.   For  the
 period from May 1998 to  January 2003 Mr. Barron  served as the president  -
 pawn operations.  Prior to joining  the Company, Mr. Barron spent two  years
 as chief financial officer for a  nine-store privately held pawnshop  chain.
 Prior to his employment  as chief financial officer  of this privately  held
 pawnshop chain, Mr.  Barron spent  five years in  the Fort  Worth office  of
 Price Waterhouse LLP.

      R. Douglas Orr joined the Company in July 2002 as the vice president of
 finance.  In January 2003, Mr. Orr was promoted to chief financial  officer.
 Prior to joining the Company, Mr. Orr spent  14 years at Ray & Berndtson,  a
 global executive search firm, where he served in a variety of management and
 financial roles including vice president of financial planning and analysis,
 vice president and controller and vice president of knowledge.  Prior to his
 employment at Ray & Berndtson,  Mr. Orr spent four  years in the Fort  Worth
 office of Price Waterhouse LLP.

      John C.  Powell served  as a  systems consultant  to the  Company  from
 February 2002 through July 2002 and joined the Company on a full-time  basis
 in August 2002.  In January 2003, Mr. Powell was promoted to vice  president
 of information technology.  Prior to  joining the Company, Mr. Powell  spent
 18 years with AMR/American Airlines as a senior system engineer and software
 architect and an additional  two years in the  same capacity with  Sabre/EDS
 after its spin-off from AMR in March of 2000.

     Biographical information with respect  to Messrs. Phillip E. Powell  and
 Rick L. Wessel was previously provided under Item 1.

 Equity Compensation Plan Information

      The following table gives information about the Company's common  stock
 that may be issued upon the exercise of options under its 1990 Stock  Option
 Plan (approved by the stockholders) and 1999 Stock Option Plan (approved  by
 the stockholders), together,  the "Option Plans",  as well  as common  stock
 that may  be issued  upon  the exercise  of  warrants (not-approved  by  the
 stockholders), as of December 31, 2003.

                                 Number of       Weighted         Number of
                               securities to     average    securities remaining
                               be issued upon    exercise       available for
                                exercise of      price of      future issuance
                                outstanding     outstanding      under equity
                                options and     options and      compensation
                                  warrants       warrants           plans
                                  ---------     ----------          ------
 Plan Category
 -------------
  Equity compensation plans
    approved by security holders    945,000        $9.13          1,632,000
  Equity compensation plans not
   approved by security holders   1,826,566        $5.38                  -
                                  ---------                       ---------
      Total                       2,771,566        $6.65          1,632,000
                                  =========                       =========
 ________________
 Previously, the board of directors has issued warrants to purchase shares
 of common stock in the Company at a predetermined price per share and a
 scheduled expiration date.  During the year ended December 31, 2003, the
 board of directors approved the issuance of warrants to purchase 405,000
 shares of common stock in the Company, with a weighted average exercise
 price of $7.47.

                               STOCK OWNERSHIP

      The table below  sets forth information  to the best  of the  Company's
 knowledge with respect to the total number of shares of the Company's Common
 Stock beneficially owned by each person known to the Company to beneficially
 own more than 5%  of its Common Stock,  each director, each named  executive
 officer, and  the total  number  of shares  of  the Company's  Common  Stock
 beneficially owned by all directors and officers as a group, as reported  by
 each such person, as of April 30, 2004.  On that date, there were 16,112,455
 shares of voting Common Stock issued and outstanding.

                                                Shares Beneficially
           Officers, Directors                       Owned (2)
          and 5% Stockholders (1)              Number        Percent
          -------------------------------    ---------       -------
          Richard T. Burke (3)               2,269,500        13.82%
          Delta Partners LLC                 1,109,185         6.88
          Phillip E. Powell (4)                892,500         5.35
          Rick L. Wessel (5)                   797,250         4.82
          Joe R. Love (6)                      502,609         3.06
          J. Alan Barron (7)                   355,115         2.19
          Tara Schuchmann (8)                   15,000         0.09
          R. Douglas Orr (9)                    15,000         0.09
          John C. Powell (10)                    3,750         0.02
          All officers and directors
           as a group (8 persons)            4,850,724        27.20

 ------------------
 (1)  The addresses of the persons shown in the table above who are directors
 or 5% stockholders  are as follows:  (i) Delta Partners  LLC, One  Financial
 Center, Suite  1600, Boston,  MA 02111  and (ii)  all other  persons  and/or
 entities listed,  690  East Lamar  Boulevard,  Suite 400,  Arlington,  Texas
 76011.

 (2)   Unless  otherwise noted,  each  person has  sole voting and investment
 power over  the  shares  listed opposite  his  name,  subject  to  community
 property  laws  where  applicable.   Beneficial  ownership   includes   both
 outstanding shares of Common  Stock and shares of  Common Stock such  person
 has the right to acquire within 60 days of April 26, 2004, upon exercise  of
 outstanding warrants and options.

 (3)   Includes a warrant to purchase 150,000 shares at a price of $5.33  per
 share to expire in February 2013, a  warrant to purchase 37,500 shares at  a
 price of $5.33 per share to expire in April 2012, a stock option to purchase
 75,000 shares at a price of  $1.33 per share to  expire in December 2010,  a
 stock option to  purchase 15,000 shares  at a price  of $6.67  per share  to
 expire in January 2013, and  a stock option to  purchase 37,500 shares at  a
 price of $19.33 per share to expire in January 2014.  Excludes 15,000 shares
 of Common  Stock  owned by  Mr.  Burke's  wife, which  Mr.  Burke  disclaims
 beneficial ownership.

 (4)   Includes  a warrant to purchase 90,000 shares at a price of $5.33  per
 share to expire in February 2013,  a warrant to purchase 150,000 shares at a
 price of  $6.73  per share  to expire in  April 2013,  a warrant to purchase
 75,000 shares at a price of $7.67 per share to expire  in May 2013,  a stock
 option to purchase 150,000 shares at a price  of $13.37 per share  to expire
 in October 2013, and a stock option to purchase 112,500 shares at a price of
 $19.33 per share to expire in January 2014.

 (5)   Includes a warrant to purchase 117,000 shares at a price of $5.33  per
 share to expire in  April 2012, a  warrant to purchase  120,000 shares at  a
 price of $7.67 per share to expire in  May 2013,  a stock option to purchase
 90,000 shares at a price of $13.37 per share to expire in October 2013,  and
 a  stock option to purchase 90,000 shares  at a price of $19.33 per share to
 expire in January 2014.

 (6)  Includes a warrant to purchase 150,000  shares at a price of $5.33  per
 share to expire in February 2013, a  warrant to purchase 75,000 shares at  a
 price of $5.33 per share to expire in April 2012, a stock option to purchase
 37,500 shares at a price of $6.67 per share to expire in April 2009, a stock
 option to purchase 15,000 shares at a price of $6.67 per share to expire  in
 January 2013, a stock option to purchase 15,000 shares at a price of  $19.33
 per share to expire in January 2014, and 210,109 shares of common stock  all
 of which are beneficially owned by an affiliate of Mr. Love.

 (7)  Includes a warrant to  purchase 19,500 shares at  a price of $8.67  per
 share to expire in June 2013 and a stock option to purchase 67,500 shares at
 a price of $19.33 per share to expire in January 2014.

 (8)  Includes a stock option to purchase 15,000 shares at a price of  $19.33
 per share to expire in January 2014.

 (9)  Includes a stock option to purchase 15,000 shares at a price of  $13.37
 per share to expire in October 2013.

 (10) Includes a stock option to purchase  3,750 shares at a price of  $13.37
 per share to expire in October 2013.


                                 COMPENSATION

 Executive Compensation

      The following table sets forth compensation  with respect to the  chief
 executive officer and other executive officers  of the Company who  received
 total annual salary and bonus for the year ended December 31, 2003 in excess
 of $100,000.  Also included in  the following table is compensation for  the
 years ended December 31, 2002 and 2001:


                            Summary Compensation Table
                            --------------------------
                                                    Long-Term
                               Annual Compensation  Compensation - Awards
                               -------------------  ---------------------
                                                    Securities
                                                    Underlying
 Name and Principal    Fiscal                        Options/      All Other
      Position         Year    Salary     Bonus    Warrants (1) Compensation (2)
      --------         ----    ------     -----    ------------ ------------
 Phillip E. Powell     2003 $ 600,000  $ 810,000     375,000           -
   Chairman of the     2002   500,000    500,000     225,000           -
   Board and Chief     2001   385,234    300,000     187,500           -
   Executive Officer

 Rick L. Wessel        2003 $ 450,000  $ 610,000     210,000           -
    President,         2002   350,000    387,500     150,000           -
    Secretary          2001   259,890    150,000      97,500           -
    and Treasurer

 J. Alan Barron        2003 $ 350,000  $ 400,000     135,000           -
    Chief Operating    2002   285,000    250,000      75,000           -
    Officer            2001   219,781     50,000      37,500           -

 R. Douglas Orr        2003 $ 160,000  $ 100,000      45,000           -
    Chief Financial    2002    65,591     25,000      15,000           -
    Officer            2001         -          -           -           -

 John C. Powell        2003 $ 140,000  $  40,000      30,000           -
    Vice President of  2002    95,010     10,000      15,000           -
    Information        2001         -          -           -           -
    Technology

 --------------------
 (1)  See "- Employment Agreements" and "- Stock Options and Warrants"
      for a discussion of the terms of long-term compensation awards.

 (2)  The aggregate amount of other compensation is less than the lesser of
      $50,000 or 10% of the sum of such executive officer's annual salary and
      bonus.

 Employment Agreements

      Mr. Powell has entered  into an employment  agreement with the  Company
 through December 31,  2008 to serve  as the chief  executive officer of  the
 Company; at the discretion of the  board this agreement may be extended  for
 additional  successive  periods  of  one  year   each  on  each  January   1
 anniversary.  The agreement provides for: (i) a 2004 base salary of $660,000
 with annual minimum increases of 10%  or higher increases at the  discretion
 of the Compensation Committee; (ii) an annual bonus at the discretion of the
 Compensation Committee; (iii) certain stock incentives at the discretion  of
 the Compensation  Committee; (iv)  certain  fringe benefits  including  club
 membership, car, vacation, a term life  insurance policy with a  beneficiary
 designated by Mr. Powell in the amount of $4 million dollars; (v) a lump-sum
 severance payment of  $750,000; and (vi)  reimbursement of business  related
 expenses.  Mr. Powell  has agreed not  to compete with  the Company, not  to
 solicit employees  of the  Company,  and not  to  solicit customers  of  the
 Company for a period of two years following his termination.

      Mr. Wessel has entered  into an employment  agreement with the  Company
 through December 31, 2008 to serve as  the president of the Company; at  the
 discretion of  the  board this  agreement  may be  extended  for  additional
 successive periods of  one year  each on each  January 1  anniversary.   The
 agreement provides  for: (i)  a 2004  base salary  of $495,000  with  annual
 minimum increases  of 10%  or  higher increases  at  the discretion  of  the
 Compensation Committee;  (ii)  an annual  bonus  at the  discretion  of  the
 Compensation Committee; (iii) certain stock incentives at the discretion  of
 the Compensation  Committee; (iv)  certain  fringe benefits  including  club
 membership, car, vacation, a term life  insurance policy with a  beneficiary
 designated by  Mr. Wessel  in the  amount  of $2  million dollars;  and  (v)
 reimbursement of business related  expenses.  Mr. Wessel  has agreed not  to
 compete with the Company, not to  solicit employees of the Company, and  not
 to solicit customers of the Company for a period of two years following  his
 termination.

      Mr. Barron has entered  into an employment  agreement with the  Company
 through December 31,  2006 to serve  as the chief  operating officer of  the
 Company; at the discretion of the  board this agreement may be extended  for
 additional  successive  periods  of  one  year   each  on  each  January   1
 anniversary.  The agreement provides for: (i) a 2004 base salary of $385,000
 with annual minimum increases of 10%  or higher increases at the  discretion
 of the Compensation Committee; (ii) an annual bonus at the discretion of the
 Compensation Committee; (iii) certain stock incentives at the discretion  of
 the Compensation  Committee; (iv)  certain  fringe benefits  including  club
 membership,  car,  vacation;  and  (v)  reimbursement  of  business  related
 expenses.  Mr. Barron  has agreed not  to compete with  the Company, not  to
 solicit employees  of the  Company,  and not  to  solicit customers  of  the
 Company for a period of two years following his termination.

 Stock Options and Warrants


      The following table shows stock option and warrant grants made to named
 executive officers during the year ended December 31, 2003:

                    Individual Grants of Stock Option/ Warrant Grants Made
                           During the Year Ended December 31, 2003
                           ---------------------------------------
                                                                           Potential Realizable
                              Percentage                                        Value at
                               of Total                                      Assumed Annual
                               Options                                       Rates of Stock
                   Options    Granted to     Exercise                      Price Appreciation
                   Granted   Employees in     Price        Expiration        for Option and
   Name            (Shares)  Each Period   (Per Share)        Date           Warrant Terms (1)
 ----------------- --------  ------------  ----------- -----------------  ----------------------
                                                                               5%         10%
                                                                          ----------  ----------
                                                                    
 Phillip E. Powell  375,000     41.3%        $ 9.57   April to Oct. 2013  $2,257,500  $5,721,500
 Rick L. Wessel     210,000     23.1          10.11   May   to Oct. 2013   1,335,000   3,383,400
 J. Alan Barron     135,000     14.9          11.28   June  to Oct. 2013     957,700   2,426,300
 R. Douglas Orr      45,000      5.0          11.14   Jan.  to Oct. 2013     315,100     798,400
 John C. Powell      30,000      3.3          10.02   Jan.  to Oct. 2013     189,000     478,900

 (1)   The actual value,  if any, will  depend upon the  excess of the  stock
 price over the exercise price on the date  of exercise, so that there is  no
 assurance the value realized would be at or near the present value.


                    December 31, 2003 Stock Option and Warrant Values
                    -------------------------------------------------
                                         Number of Unexercised        Value of Unexercised
                                       Stock Options and Warrants         In-The-Money
                    Shares                at December 31, 2003     Stock Options and Warrants
                 Acquired on  Value             (Shares)               December 31, 2003 (l)
   Name            Exercise  Realized  Exercisable  Unexercisable  Exercisable  Unexercisable
 ----------------- --------  --------  -----------  -------------  -----------  -------------
                                                               
 Phillip E. Powell  618,000 $6,970,000  1,159,500 (2)       -      $12,485,000             -
 Rick L. Wessel     337,500  3,749,000    420,000 (3)       -        3,856,000             -
 J. Alan Barron     225,000  1,613,000    157,500 (4)       -        1,020,000             -
 R. Douglas Orr           -          -          -      60,000 (5)            -   $   445,000
 John C. Powell           -          -          -      45,000 (6)            -       389,000

 (1)  Computed based upon the differences between aggregate fair market value
 and aggregate exercise price.

 (2)  Includes warrants to  purchase 837,000  shares at  prices ranging  from
 $3.08 to $7.67 per  share and options to  purchase 322,500 shares at  prices
 ranging from $6.67 to $13.37 per share.

 (3)  Includes warrants to  purchase 270,000  shares at  prices ranging  from
 $5.33 to $7.67 per  share and options to  purchase 150,000 shares at  prices
 ranging from $6.67 to $13.37 per share.

 (4)  Includes warrants to  purchase 60,000 shares  at a price  of $8.67  per
 share and options to purchase 97,500 shares at prices ranging from $6.67  to
 $13.37 per share.

 (5)  Includes options to purchase 60,000 shares at prices ranging from $5.33
 to $13.37 per share.

 (6)  Includes warrants to  purchase 15,000 shares  at a price  of $5.33  per
 share and options to purchase 30,000 shares at prices ranging from $6.67  to
 $13.37 per share.



      Warrants and options held by other directors: On April 30, 2004,  other
 directors held warrants to purchase 412,500  shares at a price of $5.33  per
 share, expiring between April 2012 and February 2013 and options to purchase
 210,000 shares at prices  ranging from $1.33 to  $19.33 per share,  expiring
 between April 2009 and January 2014.

      Warrants and options held by other employees: On April 30, 2004,  other
 employees held warrants to purchase 118,200  shares at a price of $5.33  per
 share, expiring between April  2005 and April 2012  and options to  purchase
 214,500 shares at prices  ranging from $2.67 to  $19.33 per share,  expiring
 between February 2008 and January 2014.

      Options issued to named  executive officers and non-employee  directors
 in 2004:   During the period  January 1, 2004  through April  30, 2004,  the
 Company has issued  to named executive  officers and non-employee  directors
 options to purchase 382,500 shares at a price of $19.33 per share,  expiring
 in January 2014.

      Except for  the  stock  option  plans  and  the  issuance  of  warrants
 described herein, the Company has not established, nor does it provide  for,
 defined benefit or actuarial plans.   The Company has not granted any  stock
 appreciation rights.

 Certain Transactions

      As of December 31, 2002, the  Company had notes receivable  outstanding
 from certain of its officers totaling $4,228,000.  Repayment of these  notes
 was completed during Fiscal 2003 and no notes receivable were outstanding as
 of December 31, 2003.  The notes bore interest at three percent per anum.

      In January  2003, Mr.  Joe R.  Love was  issued an  option to  purchase
 15,000 shares  of common  stock at  an  exercise price  of $6.67  per  share
 expiring in January 2013.  In January 2003, Mr. Richard T. Burke was  issued
 an option to purchase 15,000 shares of common stock at an exercise price  of
 $6.67 per  share  expiring in  January  2013.   In  January 2003,  Ms.  Tara
 Schuchmann was issued an option to purchase 15,000 shares of common stock at
 an exercise price of $6.67 per share expiring in January 2013.

      In April 1991,  the Company adopted  a policy prohibiting  transactions
 with its officers, directors or affiliates, unless approved by a majority of
 the disinterested directors and  on terms no less  favorable to the  Company
 than could  be  obtained from  an  independent  third  party.   The  Company
 believes that  all  prior  related  party  transactions  were  on  terms  as
 favorable as could be obtained from independent third parties.

 Report of the Audit Committee

      The ultimate responsibility  for good corporate  governance rests  with
 the board, whose primary role is oversight, counseling and direction to  the
 Company's management in the best long-term interests of the Company and  its
 stockholders.  The Audit Committee, in accordance with its charter, has been
 established for  the  purpose of  overseeing  the accounting  and  financial
 reporting processes  of  the Company  and  audits of  the  Company's  annual
 financial statements.  As described more  fully in its charter, the  purpose
 of the Audit Committee is to assist the board in it general oversight of the
 Company's  financial  reporting,  internal  controls  and  audit  functions.
 Management is responsible for the preparation, presentation and integrity of
 the Company's  financial  statements;  accounting  and  financial  reporting
 principles; internal controls; and procedures designed to reasonably  assure
 compliance  with  accounting  standards,  applicable  laws  and regulations.
 The  Company's  independent  auditing firm  is responsible for performing an
 independent audit of the consolidated  financial  statements  in  accordance
 with  generally  accepted  auditing standards.  In accordance with  law, the
 Audit  Committee  has  ultimate  authority  and  responsibility  to  select,
 compensate,   evaluate  and,   when  appropriate,   replace   the  Company's
 independent auditors.  The Audit Committee  has the authority to  engage its
 own  outside  advisers, including experts in particular areas of accounting,
 as  it  determines  appropriate,  apart  from  counsel  or advisers hired by
 management.  All of the members of the Audit Committee meet the independence
 and  experience requirements of Nasdaq and the SEC.  The board of director's
 has determined that two  of the  Committee's members,  Richard T.  Burke and
 Joe R.  Love,  qualify  as "audit committee financial experts" as defined by
 the SEC.

      The  Audit  Committee  members  are  not  professional  accountants  or
 auditors, and their functions  are not intended to  duplicate or to  certify
 the activities of management and the independent auditors, nor can the Audit
 Committee certify  that the  independent  auditors are  "independent"  under
 applicable rules.  The Audit Committee serves a board-level oversight  role,
 in which it provides  advice, counsel and direction  to management  and  the
 auditors on  the basis  of the  information  it receives,  discussions  with
 management and the  auditors, and the  experience of  the Audit  Committee's
 members in business, financial and accounting matters.  Stockholders  should
 understand that the designation of "an audit committee financial expert"  is
 an  SEC  disclosure  requirement  related  to  Messrs.  Burke's  and  Love's
 experience and understanding with respect to certain accounting and auditing
 matters.   The designation  does not  impose on  Messrs. Burke  or Love  any
 duties, obligations or liability greater than  generally imposed on them  as
 members of the  Audit Committee and  the board, and  this designation as  an
 audit committee financial expert pursuant to  this SEC requirement does  not
 affect the duties, obligations or liability of any other member of the Audit
 Committee or the board.

      In this  context,  the committee  has  met and  held  discussions  with
 management and Deloitte & Touche LLP ("Deloitte"), the Company's independent
 public  accountants  for  the  year ended  December  31,  2003.   Management
 represented to  the  committee  that the  Company's  consolidated  financial
 statements were prepared  in accordance with  generally accepted  accounting
 principles, and the  committee has reviewed  and discussed the  consolidated
 financial statements with management and Deloitte.  The committee  discussed
 with Deloitte the matters required to be discussed by Statement of  Auditing
 Standard No.  61,  under which  Deloitte  must provide  us  with  additional
 information regarding the scope  and results of its  audit of the  Company's
 financial statements.

      In addition, the committee has discussed with Deloitte its independence
 from the  Company  and its  management,  including matters  in  the  written
 disclosures required by  the Independence  Standards Board  Standard No.  1,
 (Independence Discussions with Audit Committees).

      The  committee  discussed   with  the   Company's  independent   public
 accountants the overall scope  and plans for their  respective audits.   The
 committee  met  with  Deloitte,  with and  without  management  present,  to
 discuss the results of  its examinations, the  evaluations of the  Company's
 internal controls,  and  the  overall quality  of  the  Company's  financial
 reporting

      In reliance  on the  reviews and  discussions  referred to  above,  the
 committee recommended to the board of directors, and the board has approved,
 that the audited financial  statements be included  in the Company's  Annual
 Report on Form  10-K for the  year ended December  31, 2003  filed with  the
 Securities and Exchange Commission.

 The Audit Committee:  Richard T. Burke, Joe R. Love and Tara Schuchmann


 Report of the Compensation Committee

 Overview

      The Compensation Committee  of the  board of  directors supervises  the
 Company's executive compensation.   The Company  seeks to provide  executive
 compensation that will  support the achievement  of the Company's  financial
 goals while  attracting  and  retaining talented  executives  and  rewarding
 superior  performance.   In  performing  this  function,  the  Compensation
 Committee  reviews  executive  compensation  surveys  and  other   available
 information and may from time to time consult with independent  compensation
 consultants.

      The Company seeks to  provide an overall level  of compensation to  the
 Company's executives  that are  competitive within  the  pawnshop/short-term
 advance industry and other companies of comparable size, growth, performance
 and complexity.   Compensation  in any  particular case  may vary  from  any
 industry average on the basis of annual and long-term Company performance as
 well as individual  performance.  The  Compensation Committee will  exercise
 its discretion to set compensation where in its judgment external,  internal
 or individual circumstances warrant it.  In general, the Company compensates
 its  executive  officers  through  a  combination  of  base  salary,  annual
 incentive compensation in the form of  cash bonuses and long-term  incentive
 compensation in the form of stock options and warrants.

 Base Salary

      Base salary  levels  for  the  Company's  executive  officers  are  set
 generally to be competitive  in relation to the  salary levels of  executive
 officers in other companies within the pawnshop/short-term advance  industry
 or other companies of comparable  size, growth, performance and  complexity,
 taking into consideration the  executive officer's position,  responsibility
 and need for special expertise.  In reviewing salaries  in individual  cases
 the Compensation Committee also takes into account individual experience and
 performance.

 Annual Incentive Compensation

      The  Compensation  Committee  has  historically  structured  employment
 arrangements with incentive compensation.  Payment of bonuses has  generally
 depended  upon  the   Company's  achievement  of   pre-tax  income   targets
 established at  the  beginning of  each  fiscal year  or  other  significant
 corporate  objectives.   Individual   performance  is  also  considered   in
 determining bonuses.   Certain  senior executives  receive annual  incentive
 compensation  through   the  stockholder   approved  Executive   Performance
 Incentive  Plan  that   provides  for  the   payment  of  annual   incentive
 compensation to participants based upon the achievement of performance goals
 established annually  by the  Compensation Committee  based on  one or  more
 specified performance criteria.  The Compensation Committee also administers
 the calculation of amounts earned under the Executive Performance  Incentive
 Plan.

 Long-Term Incentive Compensation

      The Company provides long-term incentive compensation through its stock
 option plan and the  issuance of warrants, which  is described elsewhere  in
 this  proxy  statement.  The  number  of  shares  covered by  any  grant  is
 generally determined by  the then current  stock price,  subject in  certain
 circumstances, to vesting requirements.   In special cases, however,  grants
 may be made  to reflect increased  responsibilities or reward  extraordinary
 performance.

 Chief Executive Officer Compensation

      Mr. Powell was elected  to the position of  chief executive officer  in
 May 1992.   Mr.  Powell's salary  was increased  from $600,000  to  $660,000
 effective January 1, 2004.  Mr. Powell received a bonus under the  Executive
 Performance Incentive Plan in the amount  of $810,000 during the year  ended
 December 31, 2003.   Mr.  Powell received  common stock  warrant and  option
 grants based upon  the overall performance  of the Company  during the  year
 ended December 31, 2003.

      The overall  goal  of the  Compensation  Committee is  to  insure  that
 compensation policies are established that are consistent with the Company's
 strategic business objectives and that provide incentives for the attainment
 of those objectives.   This  is affected in  the context  of a  compensation
 program that  includes base  pay, annual  incentive compensation  and  stock
 ownership.

 The Compensation  Committee:    Richard T. Burke,  Joe R. Love and
 Tara Schuchmann


 Report of the Nominating and Corporate Governance Committee

 Overview

      The Nominating and  Corporate Governance Committee  is responsible  for
 making recommendations to the board  of directors concerning the  governance
 structure and practices of the Company,  including the size of the board  of
 directors and the size and composition of various committees of the board of
 directors.  In addition, the  Nominating and Corporate Governance  Committee
 is responsible  for  identifying individuals  believed  to be  qualified  to
 become board members, and  to recommend to the  board the nominees to  stand
 for election as directors at the annual meeting of stockholders.

 Nomination for 2004 Election of Director

      The Committee  was  formed  in  April 2004.    The  Committee  met  and
 recommended to board of directors that  Ms. Tara Schuchmann be nominated  to
 stand for reelection to board at the Annual Meeting on June 15, 2004.

 The Nominating and Corporate Governance Committee:  Richard T. Burke, Joe R.
 Love and Tara Schuchmann

 Stock Price Performance Graph

      The  Stock  Price  Performance  Graph  set  forth  below  compares  the
 cumulative total stockholder return on the  Common Stock of the Company  for
 the period  from December  31,  1998 through  December  31, 2003,  with  the
 cumulative total return on the Nasdaq Composite Index and a peer group index
 over the  same period  (assuming the  investment of  $100 in  the  Company's
 Common Stock, the  Nasdaq Composite  Index and the  peer group).   The  peer
 group  selected  by   the  Company  includes   the  Company,  Cash   America
 International, Inc., EZCORP, Inc., and ACE Cash Express, Inc.


                      [ PERFORMANCE GRAPH APPEARS HERE ]


                   12/31/98  12/31/99  12/31/00  12/31/01  12/31/02  12/31/03
 First Cash          100       57.64     15.72     47.51     71.34    179.14
 Nasdaq Composite    100      185.43    111.83     88.76     61.37     91.75
 Peer Group          100       73.42     33.63     46.79     58.91    140.54


                                OTHER MATTERS

      Management is not aware of any other matters to be presented for action
 at the meeting.  However, if any  other matter is properly presented, it  is
 the intention of the persons named in the enclosed form of proxy to vote  in
 accordance with their best judgment on such matter.

                             COST OF SOLICITATION

      The Company will bear the costs of the solicitation of proxies from its
 stockholders.   In addition  to the  use of  mail, directors,  officers  and
 regular employees  of  the Company  in  person  or may  solicit  proxies  by
 telephone or  other means  of communication.   The  directors, officers  and
 employees of  the  Company will  not  be compensated  additionally  for  the
 solicitation but may be reimbursed for out-of-pocket expenses in  connection
 with the  solicitation.   Arrangements are  also being  made with  brokerage
 houses and any other custodians, nominees and fiduciaries of the  forwarding
 of solicitation material to  the beneficial owners of  the Company, and  the
 Company will reimburse the brokers, custodians, nominees and fiduciaries for
 their reasonable out-of-pocket expenses.

                            STOCKHOLDER PROPOSALS

       Proposals by  stockholders intended  to be  presented at  this  Annual
 Meeting of Stockholders must have been received by the Company for inclusion
 in the Company's proxy statement and form of proxy relating to that  meeting
 no later than February 3, 2004.  Moreover, with respect to any proposal by a
 stockholder not seeking to have the proposal included in the proxy statement
 but seeking  to  have the  proposal  considered  at the  Annual  Meeting  of
 Stockholders to  be held  in 2005,  such  stockholder must  provide  written
 notice of such  proposal to the  Secretary of the  Company at the  principal
 executive  offices  of  the  Company  by January  12,  2005.   In  addition,
 stockholders must comply in all respects  with the rules and regulations  of
 the Securities and  Exchange Commission then  in effect  and the  procedural
 requirements of the Company's Bylaws.


                               By Order of the Board of Directors,


                               /s/ Rick L. Wessel
                               --------------------------------
 Arlington, Texas              Rick L. Wessel
 May 11, 2004                  President,
                               Secretary and Treasurer



                                                                   APPENDIX A

                           AUDIT COMMITTEE CHARTER
                                      OF
                     FIRST CASH FINANCIAL SERVICES, INC.

          (As amended, restated, and adopted by the Audit Committee
                  and Board of Directors on April 19, 2004)

 I.   Composition of the Audit Committee

      The Audit  Committee  of  First  Cash  Financial  Services,  Inc.  (the
 "Company") shall be comprised of at  least three directors each of whom  (i)
 is "independent"  under the  rules of  the Nasdaq  Stock Market,  Inc.  (the
 "Nasdaq"),  (ii)  does  not  accept   any  consulting,  advisory  or   other
 compensatory fee from the  Company other than  in his or  her capacity as  a
 member of  the  board  or any  committee  of  the board,  (iii)  is  not  an
 "affiliate" of the Company or any subsidiary of the Company, as such term is
 defined in Rule 10A-3 under the Securities Exchange Act of 1934, as amended,
 and (iv) must  not have  participated in  the preparation  of the  financial
 statements of the Company  or any current subsidiary  of the Company at  any
 time during the past three years.   All members of the Audit Committee  must
 be able to read and understand fundamental financial statements, including a
 company's balance sheet, income statement, and cash flow statement, and  the
 Audit Committee  shall have  at least  one member  who has  past  employment
 experience in finance or accounting, requisite professional certification in
 accounting, or other  comparable experience or  background which results  in
 the member's  financial sophistication,  including being  or having  been  a
 chief executive officer,  chief financial  officer or  other senior  officer
 with financial oversight responsibilities.

      The Audit Committee shall designate one  member of the Audit  Committee
 as its  chairperson.   In  the  event  of  a tie  vote  on  any  issue,  the
 chairperson's vote shall decide the issue.

 II.  Purposes of the Audit Committee

      The purposes of the Audit Committee are to:

      1.   oversee the accounting  and financial reporting  processes of  the
 Company and the audits of the financial statements of the Company;

      2.   assist board  oversight  of (i)  the  integrity of  the  Company's
 financial statements,  (ii)  the independent  auditors'  qualifications  and
 independence, and (iii) the performance of the independent auditors and  the
 Company's internal audit function; and

      3.   prepare the report required to be prepared by the Audit  Committee
 pursuant to the rules of the SEC for inclusion in the Company's annual proxy
 statement.

      The function of the  Audit Committee is oversight.   The management  of
 the Company is responsible for the preparation, presentation, and  integrity
 of the Company's financial statements.  Management and the internal auditing
 department  are  responsible  for  maintaining  appropriate  accounting  and
 financial reporting  principles  and  policies  and  internal  controls  and
 procedures  that  provide  for  compliance  with  accounting  standards  and
 applicable laws and regulations.   The independent auditors are  responsible
 for planning  and  carrying out  a  proper  audit of  the  Company's  annual
 financial  statements,  reviews   of  the   Company's  quarterly   financial
 statements prior to the  filing of each quarterly  report on Form 10-Q,  and
 other procedures.   In fulfilling  their responsibilities  hereunder, it  is
 recognized that members  of the  Audit Committee  are not  employees of  the
 Company and are not, and do  not represent themselves to be, performing  the
 functions of  auditors or  accountants.   As such,  it is  not the  duty  or
 responsibility of the Audit Committee or its members to conduct "field work"
 or other types  of auditing or  accounting reviews or  procedures or to  set
 auditor independence standards.

      The independent auditors for the Company  are accountable to the  Audit
 Committee, as representatives of the stockholders.   The Audit Committee  is
 directly  responsible  for  the  appointment,  retention,  compensation  and
 oversight of  the  work of  the  independent auditors  (including  resolving
 disagreements between  management  and the  independent  auditors  regarding
 financial reporting).  The independent auditors shall report directly to the
 Audit Committee.

      The independent auditors shall submit to the Audit Committee annually a
 formal written statement of the fees billed  in each of the last two  fiscal
 years for  each of  the following  categories of  services rendered  by  the
 independent auditors:  (i)  the  audit of  the  Company's  annual  financial
 statements and  the reviews  of the  financial  statements included  in  the
 Company's Quarterly  Reports on  Form 10-Q  or  services that  are  normally
 provided by  the  independent  auditors in  connection  with  statutory  and
 regulatory filings or engagements; (ii)  assurance and related services  not
 included in clause (i) that are reasonably related to the performance of the
 audit or review of the Company's financial statements, in the aggregate  and
 by each service; (iii) tax compliance, tax advice and tax planning services,
 in the  aggregate and  by each  service;  and (iv)  all other  products  and
 services rendered by the independent auditors, in the aggregate and by  each
 service.

 III. Meetings of the Audit Committee

      The Audit  Committee shall  meet once  every  fiscal quarter,  or  more
 frequently if circumstances dictate, to  discuss with management the  annual
 audited  financial  statements  and   quarterly  financial  statements,   as
 applicable.  The  Audit Committee may  meet separately on  a periodic  basis
 with management, the director of the  internal auditing department, and  the
 independent auditors to discuss any matters that the Audit Committee or  any
 of these persons or firms believes should be discussed privately.  The Audit
 Committee may  request  any  officer  or employee  of  the  Company  or  the
 Company's outside counsel or independent auditors to attend a meeting of the
 Audit Committee or to meet with any members of, or consultants to, the Audit
 Committee.  Members of the Audit  Committee may participate in a meeting  of
 the Audit Committee by  means of conference  call or similar  communications
 equipment by means  of which all  persons participating in  the meeting  can
 hear each other.

 IV.  Duties and Powers of the Audit Committee

      To carry out its purposes, the Audit Committee shall have the following
 duties and powers:

      1.   with respect to the independent auditors,

      (i)  to directly appoint, retain,  compensate, evaluate, and  terminate
 the independent auditors, including having the sole authority to approve all
 audit engagement fees and terms, provided that the auditor appointment shall
 be subject to stockholder approval;

      (ii) to pre-approve, or to adopt appropriate procedures to pre-approve,
 all audit and non-audit services to be provided by the independent auditors;

      (iii)   to   review   and  discuss  the  written  statement  from   the
 independent  auditor   delineating   all  of   the   independent   auditor's
 relationships with the Company as  required by Independence Standards  Board
 Standard 1, as may be modified  or supplemented, and, based on such  review,
 assesses the independence of the auditor;

      (iv)   to discuss with  the independent auditors in connection with any
 audit all critical accounting policies  and practices used, all  alternative
 treatments of  financial information  within generally  accepted  accounting
 principles that have  been discussed with  management, ramifications of  the
 use of  such  alternative  disclosures and  treatments,  and  the  treatment
 preferred  by   the  independent   auditors,   and  any   material   written
 communications between the independent auditors and management, such as  any
 "management" letter or schedule of unadjusted differences;

      (v)  to discuss with management the timing and process for implementing
 the rotation of the lead audit partner, the concurring partner and any other
 active audit engagement team partner;

      (vi) to instruct the independent auditors that the independent auditors
 are ultimately accountable to the Audit Committee, as representatives of the
 stockholders;

      2.   with respect to  the internal auditing  department, to review  the
 appointment and  replacement  of  the  director  of  the  internal  auditing
 department;

      3.   with respect to  financial reporting principles  and policies  and
 internal audit controls and procedures,

      (i)  to advise management,  the internal auditing  department, and  the
 independent auditors  that  they  are  expected  to  provide  to  the  Audit
 Committee a timely  analysis of significant  financial reporting issues  and
 practices;

      (ii) to consider any reports or communications (and management's and/or
 the internal audit  department's responses thereto)  submitted to the  Audit
 Committee by the independent auditors required by or referred to in SAS  61,
 as it may be modified or supplemented, including reports and  communications
 related to:

      *    deficiencies noted in the audit in the design or operation
           of internal controls;

      *    consideration of fraud in a financial statement audit;

      *    detection of illegal acts;

      *    any restriction on audit scope;

      *    significant accounting policies;

      *    management judgments and accounting estimates;

      *    any accounting adjustments arising from the audit that
           were noted or proposed by the auditors but were passed (as
           immaterial or otherwise);

      *    disagreements with management;

      *    difficulties encountered with management in performing the
           audit;


      *    the independent auditors' judgments about the quality of
           the entity's accounting principles;

      *    reviews of interim financial information conducted by the
           independent auditors; and

      *    the responsibilities, budget, and staffing of the Company's
           internal audit function;

      (iii)     to meet  with management,  the independent  auditors and,  if
 appropriate, the director of the internal auditing department:

      *    to discuss  the annual  audited  financial statements  and
           quarterly financial  statements,  including the  Company's
           disclosures under "Management's Discussion and Analysis of
           Financial Condition and Results of Operations";

      *    to discuss any significant matters arising from any audit,
           including any  audit  problems  or  difficulties,  whether
           raised by management, the internal  auditing department or
           the  independent  auditors,  relating   to  the  Company's
           financial statements;

      *    to  discuss  any  difficulties  the  independent  auditors
           encountered in  the  course of  the  audit, including  any
           restrictions on  their activities  or access  to requested
           information  and   any   significant  disagreements   with
           management;

      *    to review  the form  of opinion  the independent  auditors
           propose  to  render   to  the   board  of   directors  and
           stockholders;

      *    to discuss, as appropriate: (a) any major issues regarding
           accounting    principles    and     financial    statement
           presentations, including  any significant  changes in  the
           Company's   selection   or   application   of   accounting
           principles, and  major issues  as to  the adequacy  of the
           Company's internal  controls and  any special  audit steps
           adopted in  light of  material  control deficiencies;  (b)
           analyses prepared  by  management  and/or the  independent
           auditors setting  forth  significant  financial  reporting
           issues  and   judgments  made   in  connection   with  the
           preparation  of   the   financial  statements,   including
           analyses of the effects of alternative GAAP methods on the
           financial statements; and (c) the effect of regulatory and
           accounting  initiatives,  as  well  as  off-balance  sheet
           structures, on the financial statements of the Company;

      (iv) to inquire  of the  Company's chief  executive officer  and  chief
 financial officer as to the existence of any significant deficiencies in the
 design or operation  of internal controls  that could  adversely affect  the
 Company's ability to record, process,  summarize and report financial  data,
 any material weaknesses in internal controls, and any fraud, whether or  not
 material, that involves management or other employees who have a significant
 role in the Company's internal controls;

      (v)  to discuss with the Company's General Counsel (or person or entity
 performing such function)  any significant legal,  compliance or  regulatory
 matters that may have a material  effect on the financial statements or  the
 Company's business, financial statements  or compliance policies,  including
 material notices to or inquiries received from governmental agencies;

      (vi)   to  discuss  and review the type and presentation of information
 to be included in earnings press releases;

      (vii)   to   establish   procedures  for  the  receipt,  retention  and
 treatment of  complaints  received  by  the  Company  regarding  accounting,
 internal accounting controls or auditing matters, and for the  confidential,
 anonymous submission by Company employees of concerns regarding questionable
 accounting or auditing matters;

      (viii)    to review  and  approve  related party  transactions  of  the
 Company where appropriate;

      4.   with respect to reporting and recommendations,

      (i)  to  prepare  any  report  or  other  disclosures,  including   any
 recommendation of the Audit Committee, required  by the rules of the SEC  to
 be included in the Company's annual proxy statement;

      (ii) to review  and reassess  the adequacy  of  this Charter  at  least
 annually and recommend any changes to the full board of directors;

      (iii)  to  report  its  activities to the full board of directors on  a
 regular basis and to make such recommendations with respect to the above and
 other matters as the Audit Committee may deem necessary or appropriate; and

      (iv)   to advise the board of directors  with  respect to the Company's
 policies and procedures  regarding the compliance  with the applicable  laws
 and regulations and with the Company's Code of Ethics.


 V.   Resources and Authority of the Audit Committee

      The Audit  Committee shall  have the  resources (including  any  needed
 funding to  be  supplied  by  the  Company)  and  authority  appropriate  to
 discharge its  duties  and  responsibilities,  including  the  authority  to
 select, retain, terminate, and approve the fees and other retention terms of
 special or independent counsel, accountants  or other experts and  advisors,
 as it deems necessary or appropriate, without seeking approval of the  board
 or management.



                                                                   APPENDIX B


                             AMENDED AND RESTATED
                       CERTIFICATE OF INCORPORATION OF
                     FIRST CASH FINANCIAL SERVICES, INC.

      First Cash  Financial  Services,  Inc.,  a  Delaware  corporation  (the
 "Corporation"), which was  originally incorporated under  the name of  First
 Cash Acquisition,  Inc.  on April  24,  1991, hereby  adopts  the  following
 Amended and Restated Certificate of  Incorporation pursuant to Sections  242
 and 245 of the Delaware General Corporation Law:

                                  ARTICLE I

      The name of  the Corporation shall  be First  Cash Financial  Services,
 Inc.

                                  ARTICLE II

      The original Restated  Certificate of  Incorporation was  filed in  the
 office of the Secretary of State of Delaware on November 30, 1992.

                                 ARTICLE III

      The address  of the  Corporation's registered  office in  the State  of
 Delaware is 919 Market  Street, Suite 1600,  Wilmington, New Castle  County,
 Delaware 19801, and the name of its registered agent at such address is  The
 Delaware Corporation Agency, Inc.

                                  ARTICLE IV

      The purpose  of the  Corporation is  to  engage in  any lawful  act  or
 activity for which corporations may be organized under the Delaware  General
 Corporation Law.

                                  ARTICLE V

      The period of duration of the Corporation is perpetual.

                                  ARTICLE VI

      The total number of  shares of stock which  the Corporation shall  have
 authority to issue is 100,000,000 consisting of 90,000,000 shares of  common
 stock, par value $.01 per share (the "Common Stock"), and 10,000,000  shares
 of preferred stock, par value $.01 per share (the "Preferred Stock").

      Shares of Preferred Stock of the Corporation may be issued from time to
 time in one or more classes or series,  each of which class or series  shall
 have such voting  powers, full  or limited, or  no voting  powers, and  such
 designations, preferences  and relative,  participating, optional  or  other
 special rights, and qualifications, limitations or restrictions thereof,  as
 shall be stated in such resolution or resolutions providing for the issue of
 such class or series of Preferred Stock as may be adopted from time to  time
 by the  board of  directors prior  to  the issuance  of any  shares  thereof
 pursuant to the authority hereby expressly  vested in it, all in  accordance
 with the laws of the State of Delaware.

                                 ARTICLE VII

      The business and  affairs of  the Corporation  shall be  managed by  or
 under the direction of  the board of directors  consisting of not less  than
 one nor  more  than  15 directors,  the  exact  number of  directors  to  be
 determined from  time  to  time  by  resolution  adopted  by  the  board  of
 directors.  The  directors of the  Corporation shall be  divided into  three
 classes, designated  Class I,  Class II  and Class  III.   Each class  shall
 consist, as  nearly  as  possible,  of one-third  of  the  total  number  of
 directors constituting the entire board of directors.  The term of office of
 the Class III directors  will expire at the  annual meeting of  stockholders
 next ensuing;  the term  of the  Class  II directors  will expire  one  year
 thereafter; and the term of office of the Class I directors will expire  two
 years thereafter.  Beginning with the  next annual meeting of  stockholders,
 successors to  the class  of directors  whose term  expires at  that  annual
 meeting shall be elected for a three-year term.  If the number of  directors
 is changed, any increase or decrease shall be apportioned among the  classes
 so as to maintain the number of directors  in each class as nearly equal  as
 possible, and  any additional  directors  of any  class  elected to  fill  a
 vacancy resulting from  an increase in  such class shall  hold office for  a
 term that shall coincide with  the remaining term of  that class, but in  no
 case will a  decrease in the  number of directors  shorten the  term of  any
 incumbent director.  A director shall  hold office until the annual  meeting
 for the year  in which his  term expires and  until his  successor shall  be
 elected and shall  qualify, subject, however,  to prior death,  resignation,
 retirement, disqualification or  removal from office.   Any  vacancy on  the
 board of directors howsoever resulting, may  be filled by a majority of  the
 directors then  in office,  even if  less  than a  quorum,  or by  the  sole
 remaining director.   Any  director elected  to fill  a vacancy  shall  hold
 office for a term that shall  coincide with the term  of the class to  which
 such director shall have been elected.

      Notwithstanding the foregoing, whenever the holders of any one or  more
 classes or series of  Preferred Stock issued by  the Corporation shall  have
 the right, voting separately  by class or series,  to elect directors at  an
 annual or special  meeting of stockholders,  the election,  term of  office,
 filling vacancies and other features of such directorships shall be governed
 by the  terms of  this Certificate  of Incorporation  or the  resolution  or
 resolutions adopted by the board of directors pursuant to Article VI hereof,
 and such directors so elected shall not be divided into classes pursuant  to
 this Article VII, unless expressly provided by such terms.

      Subject to the rights,  if any, of the  holders of shares of  Preferred
 Stock then outstanding, any or all  of the directors of the Corporation  may
 be removed from  office at  any time, but  only for  cause and  only by  the
 affirmative vote of the holders of  a majority of the outstanding shares  of
 the  Corporation  then  entitled  to  vote  generally  in  the  election  of
 directors, considered for purposes of this Article VII as one class.

      The foregoing Article may be amended, altered, repealed or rescinded by
 the affirmative vote of  sixty-six and two-thirds percent  (66 2/3%) of  the
 outstanding stock of the Corporation entitled to vote.

                                 ARTICLE VIII

      Any action required or permitted to  be taken at any annual or  special
 meeting of stockholders may be taken only upon the vote of the  stockholders
 at an annual or special meeting duly noticed and called, as provided in  the
 Bylaws of the Corporation, and may not be taken by a written consent of  the
 stockholders pursuant to the Delaware General Corporation Law.

                                  ARTICLE IX

      No director  of  the Corporation  shall  be personally  liable  to  the
 Corporation or  its stockholders  for monetary  damages  for any  breach  of
 fiduciary duty  by  such  director  as  a  director.    Notwithstanding  the
 foregoing sentence, a  director shall be  liable to the  extent provided  by
 applicable law (i) for any breach of  the director's duty of loyalty to  the
 Corporation or its  stockholders, (ii)  for acts  or omissions  not in  good
 faith or which involve intentional misconduct or a knowing violation of law,
 (iii) pursuant to Section  174 of the Delaware  General Corporation Law,  or
 (iv) for  any  transaction from  which  such director  derived  an  improper
 personal benefit.

                                  ARTICLE X

   (a)     Each person who was or is made a party or is threatened to be made
 a party to or is involved in any action, suit or proceeding, whether  civil,
 criminal, administrative or investigative  (hereinafter a "proceeding"),  by
 reason of the fact  that he or she,  or a person  of whom he  or she is  the
 legal representative, is or was a director or officer of the Corporation  or
 is or was serving at the request of the Corporation as a director,  officer,
 employee or agent of another corporation or of a partnership, joint venture,
 trust or  other  enterprise,  including service  with  respect  to  employee
 benefit plans, whether the basis of such proceeding is alleged action in  an
 official capacity as a director, officer, employee or agent or in any  other
 capacity while serving as a director,  officer, employee or agent, shall  be
 indemnified and  held harmless  by the  Corporation  to the  fullest  extent
 authorized by the Law, as the same exists or may hereafter be amended  (but,
 in the case of any  such amendment, only to  the extent that such  amendment
 permits the Corporation to provide broader indemnification rights than  said
 law permitted the Corporation to provide  prior to such amendment),  against
 all expense,  liability  and  loss (including  attorneys'  fees,  judgments,
 fines, ERISA excise taxes  or penalties and  amounts paid or  to be paid  in
 settlement) reasonably incurred  or suffered  by such  person in  connection
 therewith and such  indemnification shall continue  as to a  person who  has
 ceased to be a director, officer, employee  or agent and shall inure to  the
 benefit  of  his  or her  heirs,  executors and  administrators:   provided,
 however, that, except as provided in  paragraph (b) hereof, the  Corporation
 shall indemnify any such person seeking indemnification in connection with a
 proceeding  (or  part  thereof)  initiated  by  such  person  only  if  such
 proceeding (or part thereof) was authorized by the board of directors of the
 Corporation.  The right to indemnification  conferred in this Article  shall
 be a  contract  right  and  shall  include the  right  to  be  paid  by  the
 Corporation the  expenses  incurred  in defending  any  such  proceeding  in
 advance of  its  final disposition:  provided,  however, that,  if  the  Law
 requires, the payment of such expenses incurred by a director or officer  in
 his or her capacity as a director or officer (and not in any other  capacity
 in which service  was or  is rendered  by such  person while  a director  or
 officer, including, without limitation, service to an employee benefit plan)
 in advance of the final disposition of a proceeding shall be made only  upon
 delivery to  the Corporation  of an  undertaking, by  or on  behalf of  such
 director or officer, to repay all amounts so advanced if it shall ultimately
 be  determined  that  such  director  or  officer  is  not  entitled  to  be
 indemnified   under this  Article or  otherwise.   The Corporation  may,  by
 action of its board of directors,  provide indemnification to employees  and
 agents of the Corporation  with the same scope  and effect as the  foregoing
 indemnification of directors and officers.

   (b)     If a claim under paragraph (a) of this Article is not paid in full
 by the  Corporation  within thirty  days  after  a written  claim  has  been
 received by the Corporation, the claimant may, at any time thereafter, bring
 suit against the Corporation to recover the unpaid amount of the claim  and,
 if successful in whole or in part, the claimant shall be entitled to be paid
 also the expense of prosecuting such  claim.  It shall  be a defense to  any
 such action (other than  an action brought to  enforce a claim for  expenses
 incurred in defending  any proceeding in  advance of  its final  disposition
 where the required undertaking, if any is required, has been tendered to the
 Corporation) that the claimant  has not met the  standards of conduct  which
 make it  permissible under  the Law  for the  Corporation to  indemnify  the
 claimant for the  amount claimed,  but the  burden of  proving such  defense
 shall be  on  the Corporation.   Neither  the  failure  of  the  Corporation
 (including its  board  of  directors,  independent  legal  counsel,  or  its
 stockholders) to have made a determination prior to the commencement of such
 action that indemnification of the claimant  is proper in the  circumstances
 because he or she has  met the applicable standard  of conduct set forth  in
 the Law, nor an actual determination by the Corporation (including its board
 of directors,  independent  legal counsel,  or  its stockholders)  that  the
 claimant has not met such applicable standard of conduct, shall be a defense
 to the action  or create a  presumption that the  claimant has  not met  the
 applicable standard of conduct.

   (c)     The right to indemnification and the payment of expenses  incurred
 in defending a proceeding in advance  of its final disposition conferred  in
 this Article shall not be exclusive of any other right which any person  may
 have or hereafter acquire under any statute, provision of the Certificate of
 Incorporation, bylaw,  agreement,  vote  of  stockholders  or  disinterested
 directors or otherwise.

   (d)     The Corporation may maintain insurance, at its expense, to protect
 itself and any director,  officer, employee or agent  of the Corporation  or
 another corporation, partnership, joint  venture, trust or other  enterprise
 against any such expense, liability or loss, whether or not the  Corporation
 would have  the  power  to  indemnify  such  person  against  such  expense,
 liability or loss under the Law.

                                  ARTICLE XI

      Whenever the Corporation shall be authorized to issue only one class of
 stock, each outstanding share shall entitle the holder thereof to notice of,
 and the  right  to vote  at,  any meeting  of  stockholders.   Whenever  the
 Corporation shall be authorized  to issue more than  one class of stock,  no
 outstanding share of any class of  stock which is denied voting power  under
 the provisions of the Certificate of Incorporation shall entitle the  holder
 thereof to the right to vote at  any meeting of stockholders, except as  the
 provisions of the Law shall otherwise require.

                                 ARTICLE XII

      The appraisal rights afforded by Section 262 of the Law, subject to the
 duties and  limitations  therein contained,  shall  attach to  any  proposed
 amendment of  this  Certificate  of Incorporation  which  shall  attempt  to
 impose, directly  or indirectly,  personal liability  for the  debts of  the
 Corporation on any stockholder or stockholders.

                                 ARTICLE XIII

      Whenever  a  compromise  or   arrangement  is  proposed  between   this
 Corporation and  its creditors  or any  class of  them and/or  between  this
 Corporation and  its  stockholders  or  any class  of  them,  any  court  of
 equitable jurisdiction within the State of Delaware may, on the  application
 in a  summary way  of this  Corporation or  of any  creditor or  stockholder
 thereof or on  the application of  any receiver or  receivers appointed  for
 this Corporation under Section 291 of Title 8 of the Delaware Code or on the
 application of  trustees in  dissolution or  of  any receiver  or  receivers
 appointed for this Corporation under Section 279 of Title 8 of the  Delaware
 Code order a meeting of the creditors  or class of creditors, and/or of  the
 stockholders or class of stockholders of  this Corporation, as the case  may
 be, to be summoned in such manner as the said court directs.  If a  majority
 in number representing three fourths in  value of the creditors or class  of
 creditors, and/or  of the  stockholders or  class  of stockholders  of  this
 Corporation, as the case may be, agree to any compromise or arrangement  and
 to any reorganization of this Corporation as consequence of such  compromise
 or  arrangement,  the   said  compromise   or  arrangement   and  the   said
 reorganization  shall,  if  sanctioned  by  the  court  to  which  the  said
 application has  been made,  be binding  on all  the creditors  or class  or
 creditors, and/or on all the stockholders or class of stockholders, of  this
 Corporation, as the case may be, and also on this Corporation.

                                 ARTICLE XIV

      In furtherance of,  and not in  limitation of the  powers conferred  by
 statute, the board of  directors is expressly  authorized to adopt,  repeal,
 alter, amend or rescind the Bylaws of the Corporation.

                                  ARTICLE XV

      The Corporation reserves the right to repeal, alter, amend, or  rescind
 any provision contained in this Certificate of Incorporation, in the  manner
 now or  hereafter  prescribed  by  statute,  and  all  rights  conferred  on
 stockholders herein are granted subject to this reservation.

                                 ARTICLE XVI

      The foregoing  Amended and  Restated Certificate  of Incorporation  was
 proposed by the board  of directors and adopted  by the stockholders in  the
 manner and by  the vote prescribed  by Section 242  of the Delaware  General
 Corporation Law.

      IN WITNESS  WHEREOF, the  undersigned Delaware  corporation has  caused
 this Amended  and Restated  Certificate of  Amendment to  be signed  by  its
 President and Secretary this the 15th day of June 2004.

                               First Cash Financial Services, Inc.


                               /s/ Rick L. Wessel
                               --------------------------------
                               Rick L. Wessel
                               President and Secretary




                                                                   APPENDIX C


                     FIRST CASH FINANCIAL SERVICES, INC.
                        2004 LONG-TERM INCENTIVE PLAN


 SECTION 1.     Purpose

      The purpose  of the 2004  Long-Term Incentive Plan  (the "Plan") is  to
 promote the interests of First Cash Financial Services, Inc. (the "Company")
 and its  stockholders  by giving  the  Company a  competitive  advantage  in
 attracting, retaining and  motivating employees,  officers, consultants  and
 Directors capable of assuring  the future success of  the Company, to  offer
 such persons incentives that are directly linked to the profitability of the
 Company's business and increases  in stockholder value,  and to afford  such
 persons an opportunity to acquire a proprietary interest in the Company.

 SECTION 2.     Definitions

      "Act" shall mean the  Securities Act of 1933,  as amended from time  to
 time.

      "Affiliate" shall mean any entity that, directly or indirectly  through
 one or more intermediaries,  is controlled by,  controlling or under  common
 control with the Company.

      "Applicable Laws"  shall mean the  legal requirements  relating to  the
 administration of stock incentive plans, if any, under applicable provisions
 of federal securities laws, state corporate  and securities laws, the  Code,
 the rules of any  applicable stock exchange or  national market system,  and
 the rules  of  any foreign  jurisdiction  applicable to  Awards  granted  to
 residents therein.

      "Award"  shall  mean  a grant  or  award  granted under  the  Plan,  as
 evidenced by an Award Agreement.

      "Award Agreement" shall mean any  written agreement, contract or  other
 instrument or document  evidencing any Award  granted under  the Plan.  Each
 Award Agreement shall be subject to  the applicable terms and conditions  of
 the Plan and any other terms and conditions (not inconsistent with the Plan)
 determined by the Committee.

      "Board of Directors or Board" shall mean the Board of Directors of  the
 Company.

      "Change in Control" shall have  the meaning set forth in Section 12  of
 the Plan.

      "Code" shall mean  the Internal Revenue Code  of 1986, as amended  from
 time to time, and any regulations promulgated thereunder.

      "Committee" shall mean a committee of Directors designated by the Board
 to administer the Plan, which shall initially be the Compensation  Committee
 of the Board of Directors. The Committee shall be composed of not less  than
 such number of Directors as shall be required to permit Awards granted under
 the Plan to qualify under Rule 16b-3  and under Section 162(m) of the  Code,
 and each member of the Committee shall be an Outside Director.

      "Common Stock" or "Stock" shall mean the Common Stock of the Company.

      "Company" shall  mean First Cash  Financial Services, Inc., a  Delaware
 corporation.

      "Covered Employee"  shall mean a  Participant designated  prior to  the
 grant of an Award  by the Committee who  is or may  be a "covered  employee"
 within the meaning of Section 162(m)(3) of the Code in the year in which any
 such Award is granted or in the year in  which such Award is expected to  be
 taxable to such Participant.

      "Designated Beneficiary" shall mean  the beneficiary designated by  the
 Participant, in a manner determined by the Committee, to receive amounts due
 the Participant in the event of  the Participant's death. In the absence  of
 an  effective  designation   by  the  Participant,   the  term   "Designated
 Beneficiary" shall mean the Participant's estate.

      "Director" shall  mean a  member of  the Board,  including any  Outside
 Director.

      "Effective Date" shall have the meaning set forth in Section 13 of  the
 Plan.

      "Eligible Individual"  shall mean  any employee,  officer, Director  or
 consultant  providing  services  to  the  Company  or  any  Affiliate,   and
 prospective employees and consultants who have accepted offers of employment
 or consultancy  from  the  Company or  any  Affiliate,  whom  the  Committee
 determines to be an Eligible Individual.

      "Employee" shall mean any person  treated as an employee (including  an
 officer or a Director who is also treated as an employee) in the records  of
 the Company or any Affiliate and, with respect to any Incentive Stock Option
 granted to such person,  who is an employee  for purposes of Section 422  of
 the Code; provided, however, that neither service as a Director nor  payment
 of a  Director's  fee  shall be  sufficient  to  constitute  employment  for
 purposes of the Plan. The Company shall  determine in good faith and in  the
 exercise of its discretion whether an individual has become or has ceased to
 be an Employee  and the effective  date of such  individual's employment  or
 termination of employment without regard to  any notice period or period  of
 "garden leave", as the case may be. For purposes of an individual's  rights,
 if any, under the Plan  as of the time  of the Company's determination,  all
 such determinations by the Company shall  be final, binding and  conclusive,
 notwithstanding that the Company or any court of law or governmental  agency
 subsequently makes a contrary determination.

      "Employer" shall mean the Company or any Affiliate.

      "Exercise Price" has the meaning set forth in Section 6 of the Plan.

      "Exchange Act" means  the Securities Exchange Act  of 1934, as  amended
 from time to time.

      "Fair Market Value" shall mean the closing price of the Common Stock on
 the last day prior to the date in question on which the Stock was traded  on
 the Nasdaq  Stock  Exchange or  such  other national  securities  market  or
 exchange as may at the time be the principal market for the Common Stock  as
 designated by  the Committee,  or if  the  Shares were  not traded  on  such
 national securities  market or  exchange  on such  date,  then on  the  next
 preceding date  on which  the Shares  are traded,  all as  reported by  such
 source as the Committee may select.

      "Fiscal Year" shall  mean the fiscal year  of the Company beginning  on
 January 1 and ending on the following December 31.

      "Incentive Stock Option" means any Stock Option granted under Section 6
 of the Plan that is designated as, and intended to qualify as, an "incentive
 stock option" within the meaning of Section 422 of the Code.

       "Non-Stock-Based   Incentive   Compensation"   refers   to   incentive
 compensation whose value is not based  in whole or in  part on the value  of
 Common Stock.

      "Nonqualified Stock Option" means any Option granted under Section 6 of
 the Plan that is not an Incentive Stock Option.

      "Option" shall mean an Incentive  Stock Option or a Nonqualified  Stock
 Option.

      "Outside  Director" means  any Director  who qualifies  as an  "outside
 director" within  the meaning  of Section 162(m)  of the  Code, as  a  "non-
 employee director" within the meaning of  Rule 16b-3 and as an  "independent
 director" within the meaning of the listing requirements of the Nasdaq Stock
 Exchange or such other national securities market or exchange as may at  the
 time be the principal market for the Common Stock.

      "Participant" means an Eligible Individual designated to be granted  an
 Award under the Plan.

      "Payment Value" shall mean the dollar amount assigned to a  Performance
 Share, which shall be equal to the Fair Market Value of the Common Stock  on
 the day of the Committee's determination under Section 8(c) with respect  to
 the applicable Performance Cycle.

      "Performance Cycle" or "Cycle" shall mean the period of years  selected
 by the Committee  during which performance  is measured for  the purpose  of
 determining the extent  to which  an award  of Performance  Shares has  been
 earned.

      "Performance  Goals" means  the performance  goals established  by  the
 Committee in connection with the grant of an Award. In the case of Qualified
 Performance-Based Awards, (i) such goals shall be based on the attainment of
 one or more of the following objective measures with respect to the  Company
 or an Affiliate, or such subsidiary,  division or department of the  Company
 or an  Affiliate for  or within  which  the Participant  performs  services:
 revenue  growth;  earnings   before  interest,   taxes,  depreciation,   and
 amortization; earnings before interest and taxes; operating income; pre-  or
 after- tax income; earnings  per share; earnings  per share from  continuing
 operations; other board or committee approved performance measurements; cash
 flow; cash flow  per share; return  on equity; return  on invested  capital;
 return on  assets; economic  value added  (or an  equivalent metric);  share
 price performance; total stockholder return; improvement in or attainment of
 expense levels;  improvement in  or attainment  of working  capital  levels;
 (ii) such Performance Goals shall be set by the Committee in writing  within
 the time period prescribed by Section 162(m) of the Code so that the outcome
 is  substantially  uncertain   at  the  time   the  Performance  Goals   are
 established; and (iii) the Committee  certifies that such Performance  Goals
 were met. Such  Performance Goals also  may be based  upon the attaining  of
 specified levels of Company  performance under one or  more of the  measures
 described above relative to the performance of other companies.

      "Qualified Performance-Based Award" means an Award of Restricted Stock,
 Restricted Stock  Units or  Performance Shares  designated  as such  by  the
 Committee at the  time of  grant, based  upon a  determination that  (i) the
 recipient is or may be a Covered Employee  in the year in which the  Company
 would expect  to be  able to  claim a  tax deduction  with respect  to  such
 Restricted Stock, Restricted Stock Units, Options or Performance Shares  and

 (ii) the Committee  wishes  such Award  to  qualify for  the  Section 162(m)
 Exemption.

      "Restricted Period"  shall mean  the period  of years  selected by  the
 Committee during which a grant of Restricted Stock or Restricted Stock Units
 may be forfeited to the Company.

      "Restricted  Stock"  shall mean  shares  of Common  Stock  contingently
 granted to a Participant under Section 9 of the Plan.

      "Restricted Stock Unit" shall mean any unit granted under Section 9  of
 the Plan evidencing the right to receive a Share (or the cash payment  equal
 to the Fair Market Value of a Share) at some future date.

      "Rule 16b-3" shall  mean Rule 16b-3, as  promulgated by the  Securities
 and Exchange Commission under Section 16(b) of the Exchange Act, as  amended
 from time to time.

      "Section 162(m) Exemption" shall mean the exemption from the limitation
 on deductibility imposed by Section 162(m) of the Code that is set forth  in
 Section 162(m)(4)(C) of the Code.

      "Share" or "Shares" shall mean a share or shares of Common Stock.

      "Stock Appreciation Right" shall mean  a right granted under  Section 7
 of the Plan.

      "Stock Exchange"  shall mean the  Nasdaq Stock Exchange  or such  other
 national securities market or exchange as  may at the time be the  principal
 market for the Shares.

      "Stock Unit Award" shall mean an award of Common Stock or units granted
 under Section 10 of the Plan.

      "Stockholders Meeting" shall mean the annual meeting of stockholders of
 the Company in each year.

 SECTION 3.     Administration

       (a)   Power  and  Authority  of  the  Committee.  The  Plan  shall  be
 administered by the  Committee.  Subject  to the terms  of the  Plan and  to
 applicable law, the Committee shall have full power and authority to:

      (i) designate Participants;

      (ii) determine whether and to what extent any type (or types) of  Award
      is to be granted hereunder;

      (iii) determine the number of Shares to be covered by (or the method by
      which payments or other rights are to be determined in connection with)
      each Award;

      (iv) determine  the  terms  and  conditions  of  any  Award  or   Award
      Agreement;

      (v) subject to Section 11 hereof, amend the terms and conditions of any
      Award  or   Award  Agreement   and   accelerate  the   vesting   and/or
      exercisability of any Option or waive any restrictions relating to  any
      Award; PROVIDED, HOWEVER, that  (A) except for adjustments pursuant  to
      Section 5(c) of the Plan, in no event may any Option granted under this
      Plan  be   (x) amended  to   decrease  the   Exercise  Price   thereof,
      (y) cancelled in conjunction with  the grant of any  new Option with  a
      lower Exercise Price, or (z) otherwise subject to any action that would
      be treated, for accounting purposes, as  a "repricing" of such  Option,
      unless such  amendment,  cancellation, or  action  is approved  by  the
      stockholders of the Company  to the extent  required by applicable  law
      and stock exchange rules  and (B) the Committee  may not adjust  upward
      the amount payable to  a Covered Employee with  respect to a  Qualified
      Performance-Based  Award  or  waive  or  alter  the  Performance  Goals
      associated herewith in  a manner that  would violate Section 162(m)  of
      the Code;

      (vi) determine whether, to what extent and under what circumstances the
      exercise price of Awards may be paid in cash, Shares, other securities,
      other Awards or other property, or canceled, forfeited or suspended;

      (vii) determine whether, to  what extent and  under what  circumstances
      cash, Shares, other securities, other Awards, other property and  other
      amounts payable  with respect  to  an Award  under  the Plan  shall  be
      deferred either automatically or at the election of the holder  thereof
      or the Committee;

      (viii) interpret  and  administer  the  Plan  and  any  instrument   or
      agreement, including an Award Agreement, relating to the Plan;

      (ix) adopt, alter, suspend, waive or repeal such rules, guidelines  and
      practices and  appoint  such  agents as  it  shall  deem  advisable  or
      appropriate for the proper administration of the Plan; and

      (x) make any other  determination and take  any other  action that  the
      Committee deems necessary  or desirable for  the administration of  the
      Plan.  Unless   otherwise  expressly   provided   in  the   Plan,   all
      designations, determinations, interpretations and other decisions under
      or with respect to the  Plan or any Award  or Award Agreement shall  be
      within the sole discretion of the  Committee, may be made at any  time,
      and shall be final, conclusive and binding upon all persons,  including
      without  limitation,   the  Company,   its  Affiliates,   subsidiaries,
      stockholders, Eligible Individuals and any holder or beneficiary of any
      Award.

      (b)   Action  by  the  Committee;  Delegation.  Except  to  the  extent
 prohibited by applicable law  or the applicable rules  of a Stock  Exchange,
 the Committee may delegate all  or any part of  its duties and powers  under
 the Plan  to one  or more  persons, including  Directors or  a committee  of
 Directors,  subject  to  such  terms,  conditions  and  limitations  as  the
 Committee may establish in its sole discretion; PROVIDED, HOWEVER, that  the
 Committee shall not delegate its powers  and duties under the Plan  (i) with
 regard to officers  or Directors  of the Company  or any  Affiliate who  are
 subject to Section 16  of the Exchange  Act or (ii) in  a manner that  would
 cause an  Award designated  as a  Qualified Performance-Based  Award not  to
 qualify for, or to cease to  qualify for, the Section 162(m) Exemption;  and
 PROVIDED, FURTHER, that any such delegation may be revoked by the  Committee
 at any time.

      (c)  Power and Authority of the Board. Notwithstanding anything to  the
 contrary contained herein, except to the  extent that the grant or  exercise
 of such authority would cause any Award or transaction to become subject  to
 (or lose an exemption under) the  short-swing profit recovery provisions  of
 Section 16 of the Exchange Act or  cause an Award designated as a  Qualified
 Performance-Based Award not to qualify for, or to cease to qualify for,  the
 Section 162(m) Exemption, the Board may, at any time and from time to  time,
 without any further action of the Committee, exercise the powers and  duties
 of the Committee  under the Plan.  To the extent  that any permitted  action
 taken by the Board conflicts with  action taken by the Committee, the  Board
 action shall control.

 SECTION 4.     Eligibility

       Any  Eligible  Individual  shall  be  eligible  to  be  designated   a
 Participant. In  determining which  Eligible  Individuals shall  receive  an
 Award and the terms of  any Award, the Committee  may take into account  the
 nature of  the services  rendered by  the respective  Eligible  Individuals,
 their present and potential contributions to the success of the Company,  or
 such other factors as the Committee, in its discretion, shall deem relevant.
 All Awards  and the  terms of  any  Award to  Eligible Individuals  who  are
 members of the Committee  must also be approved  by the Board of  Directors.
 Notwithstanding the foregoing, Incentive Stock  Options may be granted  only
 to full-time or  part-time Employees (which  term as  used herein  includes,
 without limitation, officers and Directors who  also are Employees), and  an
 Incentive Stock Option shall not be  granted to an Employee of an  Affiliate
 unless such  Affiliate also  is a  "subsidiary corporation"  of the  Company
 within the meaning of Section 424(f) of the Code or any successor provision.

 SECTION 5.     Shares Available for Awards

       (a)   Shares   Available.  Subject  to   adjustment  as  provided   in
 Section 5(c) of the Plan, the aggregate number of Shares that may be  issued
 under the Plan shall be  900,000. Shares that may  be issued under the  Plan
 may be authorized  but unissued  Shares or  Shares re-acquired  and held  in
 treasury.

      (b)  Accounting for Awards. For purposes of this Section 5, if an Award
 entitles the holder  thereof to receive  or purchase Shares,  the number  of
 Shares covered by such Award or to which such Award relates shall be counted
 on the date of grant  of such Award against  the aggregate number of  Shares
 available for granting Awards under the Plan. Any Shares that are used by  a
 Participant as full or partial payment to the Company of the purchase  price
 relating to an Award, including in  connection with the satisfaction of  tax
 obligations relating  to an  Award, shall  again be  available for  granting
 Awards (other than Incentive Stock Options) under the Plan. In addition,  if
 any Shares  covered  by an  Award  or to  which  an Award  relates  are  not
 purchased or  are forfeited,  or if  an Award  otherwise terminates  without
 delivery of  any Shares,  then  the number  of  Shares counted  against  the
 aggregate number of  Shares available under  the Plan with  respect to  such
 Award, to the extent of any  such forfeiture or termination, shall again  be
 available for granting Awards under the Plan.

       (c)   Adjustments.   In  the  event   of  any   change  in   corporate
 capitalization (including, but  not limited to,  a change in  the number  of
 Shares outstanding), such as a stock split or a corporate transaction,  such
 as any merger,  consolidation, separation,  including a  spin-off, or  other
 distribution  of  stock   or  property   of  the   Company  (including   any
 extraordinary cash or  stock dividend), any  reorganization (whether or  not
 such reorganization comes within the definition of such term in  Section 368
 of the Code)  or any  partial or complete  liquidation of  the Company,  the
 Committee or  Board  may  make  such  substitution  or  adjustments  in  the
 aggregate number and kind  of shares reserved for  issuance under the  Plan,
 and the maximum limitation upon Stock Options and Stock Appreciation  Rights
 and other Awards to be granted to  any Participant, in the number, kind  and
 Exercise Price  of shares  subject to  outstanding Stock  Options and  Stock
 Appreciation Rights,  in the  number and  kind of  shares subject  to  other
 outstanding Awards  granted  under  the Plan  and/or  such  other  equitable
 substitution or adjustments  as it may  determine to be  appropriate in  its
 sole discretion (including, without limitation,  the provision of an  amount
 in cash in consideration for any  such Awards); PROVIDED, HOWEVER, that  the
 number of  shares subject  to any  Award  shall always  be a  whole  number.
 Without limiting the  generality of the  foregoing, in  connection with  any
 Disaffiliation of a subsidiary of the Company, the Committee shall have  the
 authority to arrange for  the assumption or replacement  of Awards with  new
 awards based on shares of the affected  subsidiary or by an affiliate of  an
 entity that  controls  the  subsidiary  following  the  Disaffiliation.  For
 purposes  hereof,   "Disaffiliation"  of   a  subsidiary   shall  mean   the
 subsidiary's ceasing  to be  a  subsidiary of  the  Company for  any  reason
 (including, without limitation, as a result  of a public offering,  spinoff,
 sale or other distribution or  transfer by the Company  of the stock of  the
 subsidiary).

      (d)  Award Limitations. No more than 100,000 shares of Common Stock may
 be subject to  Qualified Performance-Based  Awards granted  to any  Eligible
 Individual, including a Covered Employee, in any Fiscal Year.

 SECTION 6.     Stock Options

      (a)  Grant. Subject to the provisions of the Plan, the Committee  shall
 have sole and complete  authority to determine  the Eligible Individuals  to
 whom Options shall be  granted (which may be  Nonqualified Stock Options  or
 Incentive Stock Options), the number of shares to be covered by each Option,
 the exercise  price for  each Option,  and  the conditions  and  limitations
 applicable to the exercise  of each Option. In  the case of Incentive  Stock
 Options, the terms  and conditions of  such grants shall  be subject to  and
 comply with such rules as may be prescribed by Section 422 of the Code.

      (b)  Exercise Price. The Exercise  Price per Share purchasable under  a
 Option shall be determined by the Committee; PROVIDED, HOWEVER, that, unless
 otherwise determined by the Committee, such Exercise Price shall not be less
 than 100% of the Fair Market Value of a Share  on the date of grant of  such
 Option.

      (c)  Time  and Method of  Exercise. The Committee  shall determine  the
 time or times at which an  Option may be exercised in  whole or in part  and
 the method or methods  by which, and the  form or forms (including,  without
 limitation, cash, Shares, other securities, other Awards or other  property,
 or any combination thereof, having a Fair Market Value on the exercise  date
 equal to the applicable  Exercise Price) in which,  payment of the  Exercise
 Price with respect thereto may be made or deemed to have been made.

      (d)  Option Term. The term of each  Stock Option shall be fixed by  the
 Committee at the time of grant, but in no event shall be more than  10 years
 from the date of grant.

      (e)  Incentive Stock  Options. The Committee  may designate Options  as
 Nonqualified Stock  Options or  as Incentive  Stock Options.  Any  Incentive
 Stock Option authorized under the Plan shall contain such provisions as  the
 Committee shall deem advisable, but shall  in all events be consistent  with
 and contain all provisions required in order to qualify the Stock Option  as
 an Incentive  Stock Option.  To the  extent  that any  Stock Option  is  not
 designated as an Incentive  Stock Option or even  if so designated does  not
 qualify as an Incentive Stock Option on or subsequent to its grant date,  it
 shall constitute a Nonqualified Stock Option.

 SECTION 7.     Stock Appreciation Rights

      The Committee is hereby authorized  to grant Stock Appreciation  Rights
 to Eligible  Individuals  subject to  the  terms  of the  Plan.  Each  Stock
 Appreciation Right granted under  the Plan shall confer  on the holder  upon
 exercise the right  to receive, as  determined by the  Committee, cash or  a
 number of Shares or a combination of cash and Shares equal to the excess  of
 (A) the Fair Market Value of one Share on  the date of exercise (or, if  the
 Committee shall so determine, at any  time during a specified period  before
 or after  the  date of  exercise)  over (B) the  grant  price of  the  Stock
 Appreciation Right as determined by the  Committee, which grant price  shall
 not be less than 100% of the Fair Market Value  of one Share on the date  of
 grant of the Stock  Appreciation Right, unless  otherwise determined by  the
 Committee. Subject to the terms of the Plan, the grant price, term,  methods
 of exercise,  dates  of  exercise, methods  of  settlement,  the  effect  of
 termination of employment  (by reason  of death,  disability, retirement  or
 otherwise)  on  the  exercisability  and  any  other  terms  and  conditions
 (including conditions or restrictions on the exercise thereof) of any  Stock
 Appreciation Right shall be as determined  by the Committee, PROVIDED,  that
 in no event shall the term of a Stock Appreciation Right be longer than  ten
 years.

 SECTION 8.     Performance Shares

      (a) The Committee shall have sole  and complete authority to  determine
 the Eligible Individuals who shall receive Performance Shares, the number of
 such shares for each Performance Cycle, the Performance Goals on which  each
 Award shall be contingent, the duration  of each Performance Cycle, and  the
 value of each  Performance Share.  There may  be more  than one  Performance
 Cycle in existence at  any one time, and  the duration of Performance  Cycle
 may differ from each other. The  Committee may, prior to  or at the time  of
 the grant,  designate  Performance  Awards  as  Qualified  Performance-Based
 Awards, in which event  it shall condition the  settlement thereof upon  the
 Committee's certification of the attainment of the Performance Goals.

      (b) The Committee shall establish Performance  Goals for each Cycle  on
 the basis  of  such  criteria  and to  accomplish  such  objectives  as  the
 Committee may from time to time select.

      (c) As soon as  practicable after the end  of a Performance Cycle,  the
 Committee shall determine the number of  Performance Shares which have  been
 earned  on  the  basis  of  performance  in  relation  to  the   established
 Performance Goals.

      (d) Payment Values of earned Performance Shares shall be distributed to
 the Participant  or,  if the  Participant  has died,  to  the  Participant's
 Designated Beneficiary, as soon as practicable  after the expiration of  the
 Performance Cycle  and the  Committee's determination  under paragraph  (c),
 above. The  Committee  shall determine  whether  Payment Values  are  to  be
 distributed in the form of cash or  shares of Common Stock or a  combination
 of cash and shares of Common Stock.

 SECTION 9.     Restricted Stock and Restricted Stock Units

      The  Committee  is hereby  authorized  to grant  Restricted  Stock  and
 Restricted Stock Units to Eligible Individuals with the following terms  and
 conditions and with  such additional terms  and conditions not  inconsistent
 with the provisions of the Plan as the Committee shall determine:

      (i)  Restrictions.  Shares of  Restricted  Stock and  Restricted  Stock
      Units shall be subject to such restrictions as the Committee may impose
      (including, without  limitation,  limitation  on  transfer,  forfeiture
      conditions, limitation on the right to vote a Share of Restricted Stock
      or the right to  receive any dividend or  other right or property  with
      respect  thereto),  which  restrictions  may  lapse  separately  or  in
      combination at such time or times, in such installments or otherwise as
      the Committee may deem appropriate. The grant or vesting of  Restricted
      Stock and Restricted Stock Units may be performance-based or time-based
      or both. Restricted Stock and Restricted  Stock Units may be  Qualified
      Performance-Based Awards,  in  which event  the  grant or  vesting,  as
      applicable, of such Restricted Stock or Restricted Stock Units shall be
      conditioned upon the attainment of Performance Goals.

       (ii)  Stock Certificates; Delivery of Shares.

           (A) Any Restricted Stock granted under the Plan shall be evidenced
           in such manner  as the Committee  may deem appropriate,  including
           book-entry  registration  or  issuance   of  one  or  more   stock
           certificates. Any  certificate  issued  in respect  of  shares  of
           Restricted  Stock  shall  be  registered  in  the  name  of   such
           Participant and shall bear an appropriate legend referring to  the
           applicable Award Agreement and possible forfeiture of such  shares
           of  Restricted  Stock.   The  Committee  may   require  that   the
           certificates evidencing  such shares  be held  in custody  by  the
           Company until the restrictions thereon shall have lapsed and that,
           as a condition of any Award  of Restricted Stock, the  Participant
           shall have delivered a stock power, endorsed in blank, relating to
           the Shares covered by such Award.

           (B) In the  case of  Restricted Stock  Units, no  Shares or  other
           property shall be issued at the time such Awards are granted. Upon
           the lapse  or waiver  of restrictions  and the  restricted  period
           relating to Restricted Stock Units (or  at such later time as  may
           be determined by the Committee), Shares or other cash or  property
           shall be issued to  the holder of the  Restricted Stock Units  and
           evidenced in such  manner as the  Committee may deem  appropriate,
           including book-entry registration or issuance of one or more stock
           certificates.

      (iii)  Forfeiture.  Except as  otherwise determined  by the  Committee,
      upon a  Participant's termination  of employment  (as determined  under
      criteria  established   by  the   Committee)  during   the   applicable
      restriction period,  all  applicable  Shares of  Restricted  Stock  and
      Restricted Stock Units  at such time  subject to  restriction shall  be
      forfeited and reacquired by the Company.

 SECTION 10.    Other Stock-Based Awards

       (a) In  addition  to  granting  Options,  Stock  Appreciation  Rights,
 Performance  Shares,  Restricted  Stock  and  Restricted  Stock  Units,  the
 Committee shall have authority  to grant to  Participants Stock Unit  Awards
 that can be  in the form  of Common Stock  or units, the  value of which  is
 based, in whole or  in part, on the  value of Common  Stock. Subject to  the
 provisions of the  Plan, including  Section 10(b) below,  Stock Unit  Awards
 shall  be  subject   to  such  terms,   restrictions,  conditions,   vesting
 requirements and  payment  rules (all  of  which are  sometimes  hereinafter
 collectively referred to as "rules") as  the Committee may determine in  its
 sole and complete discretion  at the time  of grant. The  rules need not  be
 identical for each Stock Unit Award.

      (b) In the sole and complete discretion of the Committee, a Stock  Unit
 Award may be granted subject to the following rules:

           (1) Any shares  of Common  Stock which are  part of  a Stock  Unit
      Award may  not be  assigned, sold,  transferred, pledged  or  otherwise
      encumbered prior to  the date  on which the  Shares are  issued or,  if
      later, the date provided by the Committee  at the time of grant of  the
      Stock Unit Award.

           (2) Stock  Unit  Awards  may  provide  for  the  payment  of  cash
      consideration by the person  to whom such Award  is granted or  provide
      that the  Award,  and any  Common  Stock  to be  issued  in  connection
      therewith, if applicable,  shall be  delivered without  the payment  of
      cash consideration, provided that for any Common Stock to be  purchased
      in connection with a  Stock Unit Award the  purchase price shall be  at
      least 50% of the  Fair Market Value  of such Common  Stock on the  date
      such Award is granted.

           (3) Stock Unit Awards  may relate in whole  or in part to  certain
      performance criteria established by the Committee at the time of grant.

           (4) Stock Unit Awards may  provide for deferred payment  schedules
      and/or vesting over a specified period of employment.

           (5) In such circumstances as the Committee may deem advisable, the
      Committee may  waive or  otherwise remove,  in whole  or in  part,  any
      restriction or limitation to which a Stock Unit Award was made  subject
      at the time of grant.

      (c) In the  sole and complete  discretion of the  Committee, an  Award,
 whether made as  a Stock Unit  Award under this  Section 10 or  as an  Award
 granted pursuant to Sections 6 through 9,  may provide the Participant  with
 (i) dividends or  dividend equivalents  (payable on  a current  or  deferred
 basis) and (ii) cash payments in lieu of or in addition to an Award.

 SECTION 11.    Amendment and Termination

      (a)   Amendments to  the Plan.  The Board  may amend,  alter,  suspend,
 discontinue or  terminate the  Plan at  any time;  PROVIDED, HOWEVER,  that,
 notwithstanding any  other provision  of the  Plan or  any Award  Agreement,
 without the  approval of  the stockholders  of  the Company,  no  amendment,
 alteration, suspension, discontinuation or  termination shall be made  that,
 absent such approval:

           (i) requires stockholder approval  under the rules or  regulations
      of the  Nasdaq Stock  Exchange, any  other securities  exchange or  the
      National Association of Securities Dealers, Inc. that are applicable to
      the Company;

           (ii) increases the number of Shares  authorized under the Plan  as
      specified in Section 5(c) of the Plan; or

          (iii) without such stockholder approval, would cause the Company to
      be unable, under the Code, to  grant Incentive Stock Options under  the
      Plan.

      (b)  Amendments to Awards. The Committee may waive any conditions of or
 rights  of  the  Company  under  any  outstanding  Award,  prospectively  or
 retroactively. Except as otherwise provided herein or in an Award Agreement,
 the Committee may not  amend, alter, suspend,  discontinue or terminate  any
 outstanding Award,  prospectively or  retroactively,  if such  action  would
 adversely affect the rights of the holder of such Award, without the consent
 of the Participant or holder or beneficiary thereof or such amendment  would
 cause a  Qualified  Performance-Based Award  to  cease to  qualify  for  the
 Section 162(m) Exemption.

       (c)   Correction  of  Defects,  Omissions  and  Inconsistencies.   The
 Committee may  correct any  defect, supply  any  omission or  reconcile  any
 inconsistency in the Plan or any  Award in the manner  and to the extent  it
 shall deem desirable to carry the Plan into effect.

 SECTION 12.    General Provisions

      (a)  Withholding. No later  than the date as  of which an amount  first
 becomes includible in the gross income  of a Participant for federal  income
 tax purposes (or the income tax laws of any other foreign jurisdiction) with
 respect to  any Award  under the  Plan,  the Participant  shall pay  to  the
 Company, or  make arrangements  satisfactory to  the Company  regarding  the
 payment of, any federal, state, local or foreign taxes of any kind  required
 by law to be withheld  with respect to such  amount. The obligations of  the
 Company under the Plan shall be conditional on such payment or arrangements,
 and the Company and its Affiliates shall, to the extent permitted by law, be
 entitled to  take such  action and  establish such  procedures as  it  deems
 appropriate to  withhold or  collect  all applicable  payroll,  withholding,
 income  or  other  taxes  from  such  Participant.  In  order  to  assist  a
 Participant in paying  all or  a portion of  the federal,  state, local  and
 foreign taxes to be  withheld or collected upon  exercise or receipt of  (or
 the lapse  of restrictions  relating to)  an Award,  the Committee,  in  its
 discretion and subject  to such additional  terms and conditions  as it  may
 adopt, may  permit  the  Participant  to  satisfy  such  tax  obligation  by
 (i) electing to have the Company withhold  a portion of the Shares or  other
 property otherwise to be delivered upon exercise or receipt of (or the lapse
 of restrictions relating to)  such Award with a  Fair Market Value equal  to
 the amount of such taxes or  (ii) delivering to the Company Shares or  other
 property other than  Shares issuable  upon exercise  or receipt  of (or  the
 lapse of restrictions relating to) such Award with a Fair Market Value equal
 to the amount of such  taxes, PROVIDED that, in  either case, not more  than
 the legally required  minimum withholding may  be settled  with Shares.  Any
 such election must be made on or before the  date that the amount of tax  to
 be withheld is determined.

      (b)   Awards. Each  Award  hereunder shall  be  evidenced by  an  Award
 Agreement, delivered  to  the  Participant or  Outside  Director  and  shall
 specify the terms and conditions thereof  and any rules applicable  thereto,
 including but  not  limited  to the  effect  on  such Award  of  the  death,
 retirement or other termination of employment of the Participant or  Outside
 Director and the  effect thereon,  if any,  of a  Change in  Control of  the
 Company.

      (c)  No Rights to Awards. No Eligible Individual or other person  shall
 have any claim  to be  granted any Award  under the  Plan, and  there is  no
 obligation for uniformity of treatment of Eligible Individuals or holders or
 beneficiaries of Awards under the Plan.  The terms and conditions of  Awards
 need not be  the same with  respect to any  Participant or  with respect  to
 different Participants.

      (d)  No Right to Employment. No person shall have any claim or right to
 be granted an Award,  and the grant of  an Award shall  not be construed  as
 giving a Participant the right to be retained in the employ of the Employer.
 Further, the Employer expressly reserves the right at any time to dismiss  a
 Participant free from any liability, or any claim under the Plan, except  as
 provided herein or in any agreement entered into with respect to an Award.

      (e)   No  Rights as  Stockholder.  Subject  to the  provisions  of  the
 applicable Award, no  Participant or Designated  Beneficiary shall have  any
 rights as a stockholder  with respect to  any shares of  Common Stock to  be
 distributed under the Plan  until he or she  has become the holder  thereof.
 Notwithstanding the foregoing, in connection  with each grant of  Restricted
 Stock or Stock Unit Award hereunder,  the applicable Award shall specify  if
 and to what extent the Participant shall not be entitled to the rights of  a
 stockholder in respect of such Restricted Stock or Stock Unit Award.

       (f)    Construction  of   the   Plan.  The   validity,   construction,
 interpretation, administration and effect of the  Plan and of its rules  and
 regulations, and rights relating to the Plan, shall be determined solely  in
 accordance with the laws of the State of Texas.

      (g)  Change in Control. In order to preserve Participant's rights under
 an Award in  the event  of a transaction  or occurrence  that the  Committee
 reasonably determines to constitute  a change in control  of the Company  (a
 "Change-in-Control"), the Committee in  its discretion may,  at the time  an
 Award is made  or any time  thereafter, take one  or more  of the  following
 actions: (i) provide for the acceleration of any time period relating to the
 exercise of the Award, (ii) provide for  the purchase of the Award upon  the
 Participant's request for  an amount of  cash or other  property that  could
 have been received  upon the exercise  or realization of  the Award had  the
 Award been currently exercisable or payable,  (iii) adjust the terms of  the
 Award in  a manner  determined by  the Committee  to reflect  the Change  in
 Control, (iv) cause  the Award  to be  assumed,  or new  rights  substituted
 therefore, by  another  entity, or  (v) make  such other  provision  as  the
 Committee may consider equitable and in the best interests of the Company.

      (h)  Forms of Payment Under Awards.  Subject to the terms of the  Plan,
 payments or transfers to  be made by  the Company or  an Affiliate upon  the
 grant, exercise or settlement of an Award may be made in such form or  forms
 as the  Committee  shall  determine (including,  without  limitation,  cash,
 Shares, promissory notes  (PROVIDED, HOWEVER,  that the  acceptance of  such
 notes does not conflict with Section 402 of the Sarbanes-Oxley Act of 2002),
 other  securities,  other  Awards  or  other  property  or  any  combination
 thereof), and may be made in  a single payment or transfer, in  installments
 or on a deferred basis, in each case in accordance with rules and procedures
 established by the Committee. Such rules and procedures may include, without
 limitation, provisions for the payment  or crediting of reasonable  interest
 on installment or deferred  payments or the grant  or crediting of  dividend
 equivalents with respect to installment or deferred payments.

      (i)  Section 16 Compliance; Section 162(m) Administration. The Plan  is
 intended to  comply  in  all  respects  with  Rule 16b-3  or  any  successor
 provision, as in effect from time to time, and in all events the Plan  shall
 be construed in accordance with the requirements of Rule 16b-3. If any  Plan
 provision  does  not  comply  with   Rule 16b-3  as  hereafter  amended   or
 interpreted, the provision shall  be deemed inoperative.  The Board, in  its
 absolute discretion, may  bifurcate the  Plan so  as to  restrict, limit  or
 condition the use of any provision of  the Plan with respect to persons  who
 are officers or Directors subject to Section 16 of the Exchange Act  without
 so restricting,  limiting or  conditioning the  Plan with  respect to  other
 Eligible Individuals. The Company intends that  all Stock Options and  Stock
 Appreciation Rights granted under the Plan to individuals who are or who the
 Committee believes  will be  Covered  Employees will  constitute  "qualified
 performance-based compensation" within the meaning of Section 162(m) of  the
 Code.

      (j)  Restrictions. Shares shall not be issued pursuant to the  exercise
 or payment of  the Exercise  Price or purchase  price relating  to an  Award
 unless such exercise or payment and the issuance and delivery of such Shares
 pursuant  thereto  shall  comply  with  all  relevant  provisions  of   law,
 including, without  limitation, the  Act, the  Exchange Act,  the rules  and
 regulations promulgated thereunder, the requirements of any applicable stock
 exchange and the Texas  Business Corporations Act, as  amended from time  to
 time. As a condition  to the exercise  or payment of  the Exercise Price  or
 purchase price relating  to such  Award, the  Company may  require that  the
 person exercising or paying the Exercise  Price or purchase price  represent
 and warrant that  the Shares  are being  purchased only  for investment  and
 without any present intention to sell  or distribute such Shares if, in  the
 opinion of counsel for  the Company, such a  representation and warranty  is
 required by law.  All Shares or  other securities delivered  under the  Plan
 pursuant to any Award or the exercise thereof shall be subject to such  stop
 transfer orders and other restrictions as the Committee may deem  advisable,
 and the  Committee may  direct appropriate  stop transfer  orders and  cause
 other legends to  be placed  on the certificates  for such  Shares or  other
 securities to reflect such restrictions.

      (k)  Limits on Transfer of Awards. No Award and no right under any such
 Award shall be transferable  by a Participant otherwise  than by will or  by
 the laws of descent and distribution  and the Company shall not be  required
 to recognize any  attempted assignment of  such rights  by any  Participant;
 PROVIDED, HOWEVER, that, if  so determined by  the Committee, a  Participant
 may, in the manner established by the Committee, designate a beneficiary  or
 beneficiaries to  exercise the  rights of  the Participant  and receive  any
 property distributable  with respect  to any  Award upon  the death  of  the
 Participant; and PROVIDED, FURTHER, that, if so determined by the Committee,
 a Participant may transfer a Nonqualified Stock Option to any Family  Member
 (as such  term  is defined  in  the  General Instructions  to  Form S-8  (or
 successor to  such  Instructions  or  such Form))  at  any  time  that  such
 Participant holds such Stock  Option, whether directly  or indirectly or  by
 means of a trust or partnership or otherwise, PROVIDED that the  Participant
 may not receive any consideration for  such transfer, the Family Member  may
 not make any  subsequent transfers  other than  by will  or by  the laws  of
 descent and distribution  and the Company  receives written  notice of  such
 transfer. Except as otherwise determined by the Committee, each Award (other
 than an  Incentive Stock  Option) or  right under  any such  Award shall  be
 exercisable during the Participant's lifetime only by the Participant or, if
 permissible under applicable  law, by  the Participant's  guardian or  legal
 representative. Except as  otherwise determined by  the Committee, no  Award
 (other than an Incentive Stock Option) or right under any such Award may  be
 pledged, alienated,  attached or  otherwise  encumbered, and  any  purported
 pledge, alienation, attachment  or other encumbrance  thereof shall be  void
 and unenforceable against the Company or any Affiliate. Notwithstanding  the
 above, in  the  discretion of  the  Committee, awards  may  be  transferable
 pursuant to a Qualified Domestic Relations Order ("QDRO"), as determined  by
 the Committee or its designee.

      (l)  Severability.  If any provision  of the Plan  or any  Award is  or
 becomes or  is  deemed  to  be invalid,  illegal  or  unenforceable  in  any
 jurisdiction or would disqualify the Plan or any Award under any law  deemed
 applicable by the  Committee, such provision  shall be  construed or  deemed
 amended to conform to applicable  laws, or if it  cannot be so construed  or
 deemed amended without,  in the determination  of the Committee,  materially
 altering the purpose  or intent  of the Plan  or the  Award, such  provision
 shall be stricken as to such jurisdiction or Award, and the remainder of the
 Plan or any such Award shall remain in full force and effect.

 SECTION 13.    Effective Date of Plan

      Upon  its  adoption by  the  Board, the  Plan  shall be  submitted  for
 approval by the stockholders of the Company and shall be effective as of the
 date of such approval (the "EFFECTIVE DATE").

 SECTION 14.    Term of the Plan

      The Plan will terminate on the tenth anniversary of the Effective  Date
 or any earlier date of  discontinuation or termination established  pursuant
 to Section 3 of the  Plan. However, unless  otherwise expressly provided  in
 the Plan or in an applicable Award Agreement, any Award theretofore  granted
 may extend beyond such date, and the authority of the Committee provided for
 hereunder with respect to the Plan and any Awards, and the authority of  the
 Board to amend the Plan, shall extend beyond the termination of the Plan.


                             [ PROXY CARD ]


 REVOCABLE PROXY

                     FIRST CASH FINANCIAL SERVICES, INC.
                        ANNUAL MEETING OF STOCKHOLDERS
                                JUNE 15, 2004

 THIS PROXY IS SOLICITED ON  BEHALF OF THE BOARD  OF DIRECTORS OF FIRST  CASH
 FINANCIAL  SERVICES, INC. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED
 IN ACCORDANCE WITH THE CHOICES SPECIFIED BELOW.

 The undersigned  stockholder of  First Cash  Financial Services,  Inc.  (the
 "Company") hereby  appoints Rick  Powell and  Rick L.  Wessel the  true  and
 lawful attorneys, agents and proxies of  the undersigned with full power  of
 substitution for and in the name of the undersigned, to vote all the  shares
 of Common Stock of First Cash Financial Services, Inc. which the undersigned
 may be entitled to vote at the Annual Meeting of Stockholders of First  Cash
 Financial Services, Inc. to  be held at the  First Cash Financial  Services,
 Inc.  corporate  offices  located  at  690  East  Lamar  Blvd.,  Suite  400,
 Arlington, Texas on Tuesday, June  15, 2004 at 10:00  a.m., and any and  all
 adjournments thereof, with  all of the  powers which  the undersigned  would
 posses if personally present, for the  following purposes.  Please  indicate
 for, withhold, against,  or abstain with  respect to each  of the  following
 matters:


 1. Election of Ms. Schuchmann as director (the        For   Withhold
    Board of Directors recommends a vote FOR)         [   ]   [   ]

 2. Approve the adoption of the Amended and Restated
    Certificate of Incorporation to increase the
    number of authorized shares of common stock from
    20,000,000 to 90,000,000 (the Board of Directors   For   Against  Abstain
    recommends a vote FOR)                            [   ]   [   ]    [   ]

 3. Approve the adoption of the First Cash Financial
    Services, Inc. 2004 Long-Term Incentive Plan       For   Against  Abstain
    (the Board of Directors recommends a vote FOR)    [   ]   [   ]    [   ]

 4. Ratification of the selection of Hein +
    Associates LLP as independent auditors of the
    Company for the year ending December 31, 2004      For   Against  Abstain
    (the Board of Directors recommends a vote FOR)    [   ]   [   ]    [   ]

 5. Other Matters:
    In their discretion, the proxies are authorized to vote upon such other
    business as may properly come before the meeting.

 This proxy will be voted for  the choice specified.  The undersigned  hereby
 acknowledges receipt of  the Notice of  Annual Meeting  and Proxy  Statement
 dated May 11, 2004 as well  as the Annual Report  for the fiscal year  ended
 December 31, 2003.

 PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.

 DATED:________________   ___________________________________________________
                          (Signature)

                          ___________________________________________________
                          (Signature if jointly held)


                          ___________________________________________________
                          (Printed Name)

                          Please  sign  exactly  as  name  appears  on  stock
                          certificate(s).  Joint  owners  should  each  sign.
                          Trustees and  others  acting  in  a  representative
                          capacity should indicate the capacity in which they
                          sign.