EZCORP, Inc. - SEC Filing

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26

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

For the quarterly period ended June 30, 1996

                             OR

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

For   the   transition   period   from   ______________   to
_____________

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

                    1901 Capital Parkway
                    Austin, Texas  78746
          (Address of principal executive offices)
                         (Zip Code)
                              
                       (512) 314-3400
    (Registrant's telephone number, including area code)
                              
                             NA
    (Former name, former address and former fiscal year,
                if changed since last report)
                              
      Indicate by check mark whether the registrant (1)  has
filed  all  reports required to be filed by  Section  13  or
15(d)  of  the  Securities Exchange Act of 1934  during  the
preceding  12  months (or for such shorter period  that  the
registrant was required to file such reports), and  (2)  has
been  subject to such filing requirements for  the  past  90
days.  Yes X No__

            APPLICABLE ONLY TO CORPORATE ISSUERS:

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

       As   of  June  30,  1996,  6,980,591  shares  of  the
registrant's Class A Non-voting Common Stock, par value $.01
per  share and 5,019,176 shares of the registrant's Class  B
Voting   Common  Stock,  par  value  $.01  per  share   were
outstanding.


                        EZCORP, INC.
                     INDEX TO FORM 10-Q
                              
                                           Page

PART I.  FINANCIAL INFORMATION

     Item 1. Financial Statements (Unaudited)

       Condensed Consolidated Balance Sheets -
       June 30, 1996 and September 30, 1995                      1

       Condensed Consolidated Statements of Operations -
       Three and Nine Months Ended June 30, 1996 and 1995        2

       Condensed Consolidated Statements of Cash Flows -
       Nine Months Ended June 30, 1996 and 1995                  3

       Notes to Interim Condensed Consolidated Financial
       Statements                                                4


       Item 2. Management's Discussion and Analysis
       of Financial Condition and Results of Operations          6


PART II.  OTHER INFORMATION                                     11


SIGNATURE                                                       26
                           PART I
Item 1.  Financial Statements (Unaudited)

                EZCORP, Inc. and Subsidiaries
      Condensed Consolidated Balance Sheets (Unaudited)
                   (Dollars in thousands)
                                     June 30,  September 30,
                                      1996          1995
                                    ---------  ------------
ASSETS:
     Current assets:
       Cash and cash equivalents     $    3,931    $   4,593
       Pawn loans receivable             31,933       39,782
       Service charge receivable          9,299       11,452
       Inventories (net)                 33,836       41,575
       Other                              5,172        9,839
                                        -------     --------
          Total current assets           84,171      107,241

     Property and equipment, net         34,736       36,596

     Other assets:
       Excess purchase price over net
          assets acquired                13,218       13,574
       Other                              5,445        7,177
                                        -------      -------
          Total assets                 $137,570     $164,588
                                        =======      =======
LIABILITIES AND STOCKHOLDERS' EQUITY:
     Current liabilities:
       Current maturities of
          long-term debt               $    168     $    171
       Accounts payable and 
          accrued expenses                7,743       10,026
       Other                              1,850        2,100
                                        -------      -------
          Total current liabilities       9,761       12,297

     Long-term debt less current
          maturities                     16,291       42,916

     Stockholders' equity:
       Preferred stock none outstanding       -            -
       Class A Non-voting Common stock 
       6,980,591 shares outstanding at
       June 30, 1996 (6,967,867 at
       September 30, 1995)                   70           70
       Class B Voting Common stock
       5,019,176 shares outstanding          50           50
       Additional paid-in capital       114,301      114,236
       Retained earnings                (2,139)      (4,209)
                                        -------      -------
                                        112,282      110,147
       Other                              (764)        (772)
                                        -------      -------
          Total stockholders' equity    111,518      109,375
                                        -------      -------
          Total liabilities and
             stockholders' equity      $137,570     $164,588
                                        =======      =======
See Notes to Interim Condensed Consolidated Financial
Statements (unaudited).

                EZCORP, Inc. and Subsidiaries
 Condensed Consolidated Statements of Operations (Unaudited)
      (Dollars in thousands, except per share amounts)

                            Three Months Ended     Nine Months Ended
                                  June 30,             June 30,
                             1996         1995      1996        1995
                            ------       ------    ------     -------
Revenues:
     Sales                $ 22,238     $ 25,375  $ 83,076    $ 82,688
     Pawn service charges   15,891       17,685    52,004      53,366
                           -------      -------   -------     -------
       Total revenues       38,129       43,060   135,080     136,054

Cost of goods sold          18,578       21,337    71,410      69,069
                           -------      -------   -------     -------
     Net revenues           19,551       21,723    63,670      66,985

Operating expenses:
     Operations             13,463       17,046    45,232      49,740
     Administrative          2,234        3,235     7,907       9,482
     Depreciation and
        amortization         1,945        1,814     5,688       5,348
                           -------      -------   -------     -------
       Total operating 
          expenses          17,642       22,095    58,827      64,570

Operating income (loss)      1,909        (372)     4,843       2,415

Interest expense               319          790     1,602       2,283
                           -------      -------   -------     -------
Income (loss) before 
    income taxes             1,590      (1,162)     3,241         132

Income tax expense
    (benefit)                  563        (385)     1,171          88
                           -------      -------   -------     -------
Net income (loss)         $  1,027    $   (777)  $  2,070   $      44
                           =======     ========   =======    ========
Earnings (loss) per share $   0.09    $  (0.06)  $   0.17   $    0.00
                           =======     ========   =======    ========
Weighted average shares 
   outstanding          11,990,734   11,978,010 11,987,393  11,978,115
                        ==========   ========== ==========  ==========
See Notes to Interim Condensed Consolidated Financial
Statements (unaudited).

     EZCORP, Inc. and SubsidiariesCondensed Consolidated
 Statements of Cash Flows (Unaudited)(Dollars in thousands)
                                             Nine Months Ended
                                                 June 30,
                                              1996      1995
                                             ------    ------
OPERATING ACTIVITIES:
     Net income                            $  2,070  $     44
     Adjustments to reconcile net income 
     to net cash provided by operating activities:
       Depreciation and amortization          5,688     5,348
       Deferred income taxes                      -      (86)
       Gain on sale of assets                 (262)         -
       Changes in operating assets and liabilities:
          Decrease/(increase) in service 
          charge receivable                   2,153     (313)
          Decrease in inventories             7,739     2,256
          Decrease in accounts payable
          and accrued expenses              (2,283)     (155)
          Decrease in income taxes payable        -   (3,307)
          Decrease in income taxes
          recoverable                         4,236         -
          Other                               1,283   (1,735)
                                             ------   -------
               Net cash provided by
               operating activities          20,624     2,052

INVESTING ACTIVITIES:
     Pawn loans forfeited and
     transferred to inventories              38,749    37,874
     Pawn loans made                      (111,689) (144,147)
     Pawn loans repaid                       80,789   107,275
                                           --------  --------
          Net decrease in loans               7,849     1,002

     Additions to property, plant,
     and equipment                          (4,650)   (8,019)
     Sale of assets                           2,143         -
     Issuance of notes receivable
     to related parties                           -   (3,000)
                                           --------  --------
       Net cash provided/(used)
        in investing activities               5,342  (10,017)

FINANCING ACTIVITIES:
     Proceeds from bank borrowings            3,000     9,750
     Payments on borrowings                (29,628)   (5,211)
                                           --------  --------
       Net cash provided/(used) 
       by financing activities             (26,628)     4,539
                                           --------  --------
Decrease in cash and cash equivalents         (662)   (3,426)

Cash and cash equivalents at
beginning of period                           4,593     6,267
                                           --------  --------
     Cash and cash equivalents at
     end of period                         $  3,931  $   2,841
                                            =======   ========

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

   EZCORP, Inc. and SubsidiariesNotes to Interim Condensed
       Consolidated Financial Statements (Unaudited)
                       June 30, 1996

Note  A  -  Basis of Presentation

     The accompanying  unaudited
condensed   consolidated  financial  statements  have   been
prepared  in  accordance with generally accepted  accounting
principles  for interim financial information and  with  the
instructions to Form 10-Q and Article 10 of Regulation  S-X.
Accordingly, they do not include all of the information  and
footnotes   required   by  generally   accepted   accounting
principles  for  complete  financial  statements.   In   the
opinion of management, all adjustments (consisting of normal
recurring   entries)  considered  necessary   for   a   fair
presentation have been included.  The accompanying financial
statements  should  be read with the Notes  to  Consolidated
Financial Statements included in the Company's Annual Report
on Form 10-K for the year ended September 30, 1995.

       The   Company's  business  is  subject  to   seasonal
variations, and operating results for the three-  and  nine-
month  periods  ended  June  30, 1996  are  not  necessarily
indicative of the results of operations for the full  fiscal
year.

Note B - Accounting Principles and Practices

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

      To  conform with the current year's presentation, $0.8
million  and  $3.8 million of proceeds from the disposal  of
scrap  jewelry have been reclassified from cost of sales  to
sales  for the three- and nine-month periods ended June  30,
1995, respectively.

      The  Company provides inventory reserves for shrinkage
and  cost  in excess of market value. The Company  estimates
these  reserves  using analysis of sales  trends,  inventory
aging, sales margins and shrinkage on inventory.  As of June
30, 1996, inventory reserves were $7.1 million.

      During  fiscal  1995, the Company established  a  $7.7
million  provision  for  the closing  and  consolidation  of
thirty-two  (32)  of its stores and for  the  write-down  of
tangible and intangible assets.  As of June 30, 1996, thirty-
one (31) of these stores had closed and one (1) was still in
operation.   The June 30, 1996 accrued liability  for  store
closings  is  $0.6 million, principally for  estimated  rent
obligations.

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

Note C - Earnings (Loss) Per Share

      Earnings per share calculations assume exercise of all
outstanding  stock options and warrants using  the  treasury
stock  method  of  calculation.  The per  share  calculation
excludes  these common equivalent shares as their effect  is
anti-dilutive.
                              
   EZCORP, Inc. and SubsidiariesNotes to Interim Condensed
 Consolidated Financial Statements (Unaudited)June 30, 1996
Note D - Litigation

      The  Company  is  involved in litigation  relating  to
claims  that  arise from time to time from  normal  business
operations.   Currently,  the  Company  is  a  defendant  in
several lawsuits.  Some of these lawsuits involve claims for
substantial  amounts.  While the ultimate outcome  of  these
lawsuits involving the Company cannot be ascertained,  after
consultation  with counsel, it is management's opinion  that
the  resolution  of  these suits will not  have  a  material
adverse  effect  on the Company's financial condition.   See
Item 1.  Legal Proceedings.

Note E - Bank Credit Agreement

      On June 24, 1996, the Company amended its November 29,
1994  revolving line of credit.  The amended revolving  line
of  credit  matures January 31, 1998.  Terms of the  amended
agreement require, among other things, that the Company meet
certain  financial covenants and provide the  bank  group  a
first  lien  security  interest in  certain  assets  of  the
Company.   Borrowings under the line bear  interest  at  the
bank's Eurodollar rate plus 1% to 2%.  The amount which  the
Company can borrow is based on a percentage of its inventory
levels and outstanding pawn loan balance, up to $50 million.

Note F - Subsequent Event

      On  July  17,  1996, the holder of a majority  of  the
Company's outstanding Class B Voting Common Stock  acted  to
convert  54.76% of the outstanding shares of Class B  Voting
Common  Stock into a like number of shares of Class  A  Non-
voting Common Stock.  Following this conversion, there  were
9,728,904  Class A and 2,270,863 Class B shares outstanding.
Also  on  that  date,  the Board of  Directors  approved  an
amendment  to the Company's Certificate of Incorporation  to
reduce  the number of authorized Class B shares to 2,274,969
shares.

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

Third  Quarter  Ended June 30, 1996 vs. Third Quarter  Ended
June 30, 1995

      The  following  table sets forth selected,  unaudited,
consolidated financial data with respect to the Company  for
the three months ended June 30, 1996 and 1995.

                           Three Months Ended         % or
                                 June 30,            Point
                              1996     1995         Changea
                           -------- --------       --------
                         (Dollars in thousands)
Net Revenues:
     Salesb                $ 22,238 $ 25,375        (12.4%)
     Pawn service charges    15,891   17,685        (10.1%)
                            -------  -------
       Total revenuesb       38,129   43,060        (11.5%)
     Cost goods soldb        18,578   21,337        (12.9%)
                            -------  -------
       Net revenues        $ 19,551 $ 21,723        (10.0%)
                            =======  =======
Other Data:
     Gross profit as a
     percent of salesb        16.5%    15.9%         0.6 pt
     Average annual 
     inventory turnover        2.1x     1.4x           0.7x
     Average inventory balance 
     per location as of the
     end of the quarter        $140     $225        (37.8%)
     Average loan balance 
     per location as of the end
     of the quarter            $132     $140         (5.7%)
     Average yield on loan 
     portfolio                 212%     205%        7.0 pts
     Redemption rate            80%      75%        5.0 pts

Expenses as a Percent of Total Revenues:b
     Operating                35.3%    39.6%       (4.3 pts)
     Administrative            5.9%     7.5%       (1.6 pts)
     Depreciation and 
     amortization              5.1%     4.2%         0.9 pts
     Interest, net             0.8%     1.8%       (1.0 pts)

Locations in Operation:
     Beginning of period        240      250
     Acquired                     -        -
     Established                  2       12
     Sold, combined or closed     -        -
                              -----    -----
     End of period              242      262
                              =====    =====
Average locations in operation
during the periodc            241.0    256.0
                              =====    =====
- --------------------------------
a    In  comparing  the  period differences  between  dollar
     amounts  or store counts, a percentage change is  used.
     In   comparing  the  period  differences  between   two
     percentages, a percentage point (pt.) change is used.
b    Sales   from   scrap   and  wholesale   activity   were
     reclassified  from cost of goods sold  to  sales.   All
     1995  amounts  have been adjusted as a result  of  this
     reclassification.
c    Average  locations in operation during  the  period  is
     calculated  based  on  the  average  of  the  pawnshops
     operating at the beginning and end of such period.



Nine  Months Ended June 30, 1996 vs. Nine Months Ended  June
30,  1995

     The following table sets forth selected, unaudited,
consolidated financial data with respect to the Company  for
the nine months ended June 30, 1996 and 1995.

                            Nine Months Ended         % or
                                 June 30,             Point
                              1996     1995          Changea
                            -------  -------         -------
                         (Dollars in thousands)
Net Revenues:
     Salesb                $ 83,076 $ 82,688           0.5%
     Pawn service charges    52,004   53,366         (2.6%)
                            -------  -------
       Total revenuesb      135,080  136,054         (0.7%)
     Cost of goods soldb     71,410   69,069           3.4%
                            -------  -------
       Net revenues        $ 63,670 $ 66,985         (4.9%)
                            =======  =======
Other Data:
     Gross profit as a 
     percent of salesb        14.0%    16.5%      (2.5 pts)
     Average annual 
     inventory turnover        2.4x     1.4x           1.0x
     Average inventory balance 
     per location as of the
     end of the quarter        $140     $225        (37.8%)
     Average loan balance 
     per location as of the end
     of the quarter            $132     $140         (5.7%)
     Average yield on loan 
     portfolio                 208%     202%        6.0 pts
     Redemption rate            78%      76%        2.0 pts

Expenses as a Percent of Total Revenues:b
     Operating                33.5%    36.6%      (3.1 pts)
     Administrative            5.9%     7.0%      (1.1 pts)
     Depreciation and 
     amortization              4.2%     3.9%        0.3 pts
     Interest, net             1.2%     1.7%      (0.5 pts)

Locations in Operation:
     Beginning of period        261      234
     Acquired                     -        -
     Established                  6       28
     Sold, combined or closed  (25)        -
                              -----    -----
     End of period              242      262
                              =====    =====
Average locations in operation
during the periodc            251.5    248.0
                              =====    =====


a    In  comparing  the  period differences  between  dollar
     amounts  or store counts, a percentage change is  used.
     In   comparing  the  period  differences  between   two
     percentages, a percentage point (pt.) change is used.
b    Sales from scrap & wholesale activity were reclassified
     from  cost  of  goods sold to sales.  All 1995  amounts
     have    been   adjusted   as   a   result    of    this
     reclassification.
c    Average  locations in operation during  the  period  is
     calculated  based  on  the  average  of  the  pawnshops
     operating at the beginning and end of such period.

Results   of  Operations

The  following  discussion  compares
results for the three- and nine-month periods ended June 30,
1996  ("Fiscal  1996 Periods") to the three- and  nine-month
periods  ended  June 30, 1995 ("Fiscal 1995 Periods").   The
discussion   should   be  read  in  conjunction   with   the
accompanying financial statements and related notes.

      During the three-month Fiscal 1996 Period, the Company
opened  two (2) newly established stores.  During the twelve
(12)  months ended June 30, 1996, the Company opened  eleven
(11)  newly  established stores and closed  thirty-one  (31)
stores.  The store closings were the result of the Company's
decision,  made  during the fourth Fiscal 1995  quarter,  to
consolidate and close thirty-two (32) stores.  At  June  30,
1996, the Company operated 242 stores in eleven (11) states.

      The Company's primary activity is the making of small,
non-recourse  loans  secured by tangible personal  property.
The  income  earned on this activity is pawn service  charge
revenue.   For the three month period ended June  30,  1996,
pawn  service charge revenue decreased 10% to $15.9 million.
A  decline  in  same  store pawn service  charges  and  pawn
service charge revenue of the thirty-one (31) closed  stores
resulted  in  a year over year decline (7 and  5  percentage
points, respectively) in pawn service charge revenue.  These
two unfavorable factors are partially offset by pawn service
charge  revenues from stores opened during the  last  twelve
months  (2 percentage point impact).  The decrease  in  same
store  pawn  service charge revenues was  primarily  due  to
lower  average  loan amounts (6%) and a  smaller  number  of
loans  (4%) offset by an increase of 7 percentage points  in
annualized  yield earned on the loan balance (212%  for  the
Fiscal  1996 Period versus 205% for the Fiscal 1995 Period).
The  yield  improvement results primarily from  management's
actions  to  reduce the number of high-dollar,  low-yielding
loans.

      For the nine-month period, pawn service charge revenue
decreased 3% to $52 million.  The decline in same store pawn
service charge revenue and pawn service charge revenue  lost
as a result of store closings account for 2 and 6 percentage
points of the 3% year over year decline.  These factors  are
largely  offset by pawn service charge revenues from  stores
opened  during  the last twelve months (5  percentage  point
impact).

      A  secondary, but related, activity of the Company  is
the sale of merchandise, primarily collateral forfeited from
its  lending  activity.   For the  three-month  Fiscal  1996
Period,  merchandise sales decreased 12%  to  $22.2  million
compared with $25.4 million for the Fiscal 1995 Period.  The
12% decrease was the net effect of lower same store sales (7
percentage  points),  sales  lost  from  closed  stores   (8
percentage  points) and sales generated from new  stores  (3
percentage points).  The Company's management believes  that
lower average inventories per store (down 38% from the prior
year) contributed to the same store sales declines.

      For  the nine-month period, merchandise sales were  up
0.5%  to $83.1 million.  The nominal year over year increase
is  approximately the net result of a decline in same  store
sales (1 percentage point), sales lost from closed stores (8
percentage  points), sales generated from  new  stores  (5.5
percentage points) and a higher level of wholesale and scrap
sales activity (4 percentage points).

      For  the three-month Fiscal 1996 Period, gross profits
as  a  percentage of sales increased 0.6 of  one  percentage
point, to 16.5%, from the Fiscal 1995 Period.  This increase
resulted  largely from the combined favorable  effect  of  a
reduction in inventory shrinkage measured as a percentage of
merchandise sales (reduced by 1.5 percentage points to 2.3%)
and  improved gross profit on the sale of scrap jewelry (1.3
percentage points).  This increase was partially offset by a
decline in merchandise sales margins (a 2.2 percentage point
decrease).   The  lower  merchandise  sales  margins  result
primarily  from management's strategy of pricing merchandise
based   on,  among  other  factors,  merchandise  age  since
acquired or forfeited.

     For the nine-month Fiscal 1996 Period, gross profits as
a  percentage of sales decreased 2.5 percentage  points,  to
14%  from  the  Fiscal 1995 Period.  The lower gross  profit
percentage  was the net result of lower inventory  shrinkage
(2.7  percentage points), improved gross profit on wholesale
and scrap sales (1.3 percentage points) and lower margins on
merchandise sold (6.5 percentage points).

      The  Company's gross margin level (gross profit  as  a
percentage  of merchandise sales) results from, among  other
factors,  the composition, quality and age of its inventory.
At  June 30, 1996, the Company's store inventories consisted
of approximately 64% jewelry (e.g., ladies' and men's rings,
chains, bracelets, etc.) and 36% general merchandise  (e.g.,
televisions,   VCRs,   tools,   sporting   goods,    musical
instruments,  firearms,  etc.).  Approximately  75%  of  the
jewelry   inventory  and  86%  of  the  general  merchandise
inventory  were  less than twelve months old  based  on  the
Company's   acquisition  date  (date   of   forfeiture   for
collateral  or date of purchase).  As a result of  a  higher
average  selling  price,  consumer preference  and  seasonal
demand, consistent with other retailers, jewelry is a slower
moving  merchandise  category than our general  merchandise.
Due  to  seasonally  high  demand  for  jewelry  during  the
Christmas and Valentines periods, jewelry tends to be slower
moving during the Company's third and fourth quarters (April
through September) than during its first and second quarters
(October  through March).  As a result, the Company  expects
its  jewelry inventory to turn more slowly and to age during
its third and fourth quarters.

      Operating  expenses as a percentage of total  revenues
decreased approximately 4 and 3 percentage points  to  35.3%
and  33.5% for the Fiscal 1996 Periods from 39.6% and  36.6%
in  the  Fiscal 1995 Periods. Administrative expenses  as  a
percentage of total revenues decreased to 5.9% in  both  the
Fiscal  1996  Periods from 7.5% and 7.0% in the Fiscal  1995
Periods.   Both store operating and administrative  expenses
have declined relative to total revenues as a result of  the
closure of underperforming stores and the Company's programs
to reduce costs.

      Depreciation and amortization expense increased in the
Fiscal  1996  Periods primarily as a result  of  the  higher
level  of  depreciation on the eleven (11) newly established
stores  added  since June 30, 1995.  Interest expense  (net)
was  down  1.0 and 0.5 percentage points in the Fiscal  1996
Periods over the prior year largely as a result of decreased
borrowings under the Company's bank line of credit.


Liquidity and Capital Resources

     Net cash provided by operating activities for the nine-
month  Fiscal 1996 Period was $20.6 million, an increase  of
$18.6  million  from  the  nine-month  Fiscal  1995  Period.
Approximately one-half of this increase is due  to  improved
operating  results  and  working capital  utilization.   The
balance  of  the  increase  is due  to  income  tax  refunds
resulting  from the carry-back of the Company's Fiscal  1995
net  operating  loss and the lower level  of  taxes  payable
resulting from the carry-forward of the net operating loss.

      For  the  nine-month Fiscal 1996 Period,  the  Company
invested approximately $4.7 million including investments in
leasehold improvements and equipment for existing stores and
six  (6) newly established stores.  The Company funded these
expenditures from cash flow provided by operating activities
and  the seasonal reduction in its investment in pawn loans.
The  Company projects that it will open approximately 10 new
stores  in fiscal 1996 (including six (6) that have  already
opened) and will relocate or remodel 5 to 10 of its existing
stores.   The  Company  anticipates  that  cash  flow   from
operations and funds available under its existing bank  line
of   credit  should  be  adequate  to  fund  these   capital
expenditures  and seasonal pawn loan growth expected  during
its fourth fiscal quarter.

      On June 24, 1996, the Company amended its November 29,
1994 revolving line of credit. The amended revolving line of
credit  matures  January  31, 1998.  Terms  of  the  amended
agreement require, among other things, that the Company meet
certain  financial covenants and provide the  bank  group  a
first  lien  security  interest in  certain  assets  of  the
Company.   Borrowings under the line bear  interest  at  the
bank's Eurodollar rate plus 1% to 2%.  The amount which  the
Company can borrow is based on a percentage of its inventory
levels and outstanding pawn loan balance, up to $50 million.
At June 30, 1996, the Company had $15 million outstanding on
the  credit  facility and additional borrowing  capacity  of
approximately $21 million.


Seasonality

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

                           PART II
Item 1. Legal Proceedings

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

Item 2. Changes in Securities

       Not Applicable

Item 3. Defaults Upon Senior Securities

       Not Applicable

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

       Note F of Notes to Interim Condensed Consolidated
Financial Statements (Unaudited) contained in this report is
incorporated herein by reference

Item 5. Other Information

       Not Applicable

Item 6. Exhibits and Reports on Form 8-K

       (a)  Exhibit                                          Incorporated by
            Number             Description                      Reference to
            -------       ---------------------------------  ---------------
            Exhibit 3.1A  Certificate of Amendment to
                          Certificate of Incorporation of
                          EZCORP, Inc.                       Filed herewith

            Exhibit 10.74 Third Amendment to Amended and     Filed herewith
                         Restated Loan Agreement Between the
                         Company and Wells Fargo Bank (formerly
                         First Interstate Bank of Texas, N.A.),
                         as Agent, RE: Revolving Credit Loan

            Exhibit 11.1 Statement Regarding Computation
                         of Per Share Earnings               Filed herewith

      (b)  Reports on Form 8-K
           The Company has not filed any reports on Form 8-K for the quarter
           ended June 30, 1996.
                              
                        Exhibit 3.1A
                              
                  CERTIFICATE OF AMENDMENT
                             TO
                CERTIFICATE OF INCORPORATION
                             OF
                        EZCORP, INC.


     It is hereby certified that:

     I.The name of the corporation (the "Corporation") is
EZCORP, Inc.

      II.The Certificate of Incorporation of the Corporation
is  hereby  amended by striking out the first  paragraph  of
Article  FOURTH  and  by substituting in  lieu  thereof  the
following:

        "FOURTH:  The total number of shares  of  stock
     which  the  Corporation shall  have  authority  to
     issue  is forty-seven million two hundred seventy-
     four thousand nine hundred sixty-nine (47,274,969)
     shares  of capital stock, classified as  (i)  five
     million (5,000,000) shares of preferred stock, par
     value  $.01  per share ("Preferred  Stock"),  (ii)
     forty million (40,000,000) shares of Class A  Non-
     Voting  Common  Stock, par value  $.01  per  share
     ("Class A Non-Voting Common Stock"), and (iii) two
     million  two  hundred seventy-four  thousand  nine
     hundred  sixty-nine (2,274,969) shares of Class  B
     Voting  Common  Stock, par value  $.01  per  share
     ("Class B Voting Common Stock").

      III. The amendment to the Certificate of Incorporation
herein certified has been duly approved by the Corporation's
Board  of Directors and was duly adopted by written  consent
of  the  stockholders in accordance with the  provisions  of
Sections 228 and 242 of the General Corporation Law  of  the
State of Delaware.

     EXECUTED this 17th day of July, 1996.



                              EZCORP, INC.


                              By:
                                   Vincent A. Lambiase,
President and
                                   Chief Executive Officer
                              
                        Exhibit 10.74
                              
     THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT

      THIS  THIRD  AMENDMENT TO AMENDED  AND  RESTATED  LOAN
AGREEMENT  (the "Amendment"), entered into as  of  June  24,
1996    among   EZCORP,   INC.,   a   Delaware   corporation
("Borrower"),  each  of  the Banks,  and  WELLS  FARGO  BANK
(TEXAS),   NATIONAL   ASSOCIATION,   a   national    banking
association  (formerly  known as First  Interstate  Bank  of
Texas,  N.A.), as Agent for itself and the other  Banks  (in
such capacity, together with its successors in such capacity
the "Agent") and as the Issuing Bank.

     RECITALS:

           Borrower,  Agent,  Banks and  Issuing  Bank  have
previously  entered into that certain Amended  and  Restated
Loan  Agreement dated as of November 29, 1994 as amended  by
that  certain  First Amendment to Amended and Restated  Loan
Agreement  effective as of February 15, 1995 and as  further
amended  by  that certain Second Amendment  to  Amended  and
Restated  Loan Agreement and Waiver dated as  of  August  3,
1995 (as amended, the "Agreement").

          Borrower, Agent, Banks and Issuing Bank now desire
to amend the Agreement to revise a pricing provision, revise
the   Commitments,   extend  the   Revolving   Credit   Loan
Termination Date, and revise certain financial covenants  as
hereinafter more specifically provided.

      NOW,  THEREFORE, in consideration of the premises  and
mutual covenants herein contained, the parties hereto  agree
as follows:



     Definitions

          Definitions.   All capitalized terms not otherwise
defined  herein,   shall have the same meanings  as  in  the
Agreement, as amended hereby.



     Amendments

          Definitions.  Effective as of the date hereof, the
definitions  of  "Borrowing  Quarter,"  "Interest   Margin,"
"Projected  Net  Income" and "Projected Net  Income  Margin"
appearing in Section 1.1 of the Agreement are hereby deleted
and  the  definitions  of "Applicable Rate"  and  "Revolving
Credit Loan Termination Date" are hereby amended to read  as
follows:

        '"Applicable Rate' means: (a) during the period
     that an Advance is a Prime Rate Advance, the Prime
     Rate;  and  (b) during the period that a Revolving
     Credit  Loan Advance is a Eurodollar Advance,  the
     Adjusted  Eurodollar Rate plus  one  and  one-half
     percent (1-1/2%).

        'Revolving Credit Loan Termination Date' means 10:00
     A.M.  Austin, Texas time on January 30, 1998,  or  such
     earlier   date  and  time  on  which  the   Commitments
     terminate as provided in this Agreement."

           Reporting Requirements.  Effective as of the date
hereof, Section 8.1(c) of the Agreement is hereby amended to
read as follows:

         "(c)Quarterly  Certificate.   As  soon  as   a
     vailable, and in any event within forty-five  (45)
     days, after the end of each Fiscal Quarter of  the
     Borrower,  a  certificate of the  chief  financial
     officer  of the Borrower (I) stating that  to  the
     best  of such officer's knowledge, no Default  has
     occurred  and is continuing, or if a  Default  has
     occurred and is continuing, a statement as to  the
     nature thereof and the action that is proposed  to
     be taken with respect thereto, and (ii) showing in
     reasonable  detail the most recent Fiscal  Quarter
     calculations demonstrating compliance with Article
     X,  and  accompanied by a certificate executed  by
     the Borrower representing that attached thereto is
     a  current  (as  of  the  date  thereof)  list  of
     existing  store  locations  owned  or  leased   by
     Borrower and each Guarantor;"

           Liens.   Effective as of the date hereof, Section
9.2 of the Agreement is hereby amended to read as follows:

        "Section 9.2Limitation on Liens.  The  Borrower
     will  not  incur,  create, assume,  or  permit  to
     exist,  and  will  not permit  any  Subsidiary  to
     incur,  create, assume, or permit  to  exist,  any
     Lien   upon  any  of  its  property,  assets,   or
     revenues, whether now owned or hereafter acquired,
     except:

              (a)     Liens disclosed on Schedule 5 hereto
              and Liens in favor of the Agent for the benefit
              of the Banks;

              (b)     Liens for taxes, assessments, or other 
              governmental charges which are not delinquent or 
              which are being contested in good faith and for which
              adequate reserves have been established;

              (c)     Liens of mechanics, materialmen, warehousemen,
              carriers, or other similar statutory Liens securing 
              obligations that are not yet due and are incurred in 
              the ordinary course of business;

              (d)     Liens resulting from good faith deposits to 
              secure payments of workmen's compensation or other social 
              security programs or to secure the performance of tenders, 
              statutory obligations, surety and appeal bonds, bids,contracts
              (other than for payment of Debt), or leases made in the
              ordinary course of business;

              (e)     Purchase money Liens securing Permitted Debt described
              in Section 9.1(b) and (c);"

              Additional Limitation on Liens.  Effective as  of
the  date  hereof, Section 9.12 of the Agreement  is  hereby
amended to read as follows:

        "Section 9.12  Additional Limitation on  Liens.
     In addition to the limitation contained in Section
     9.2  of  this  Agreement, the  Borrower  will  not
     incur, create, assume or permit to exist, and will
     not permit any Subsidiary to incur, create, assume
     or  permit  to  exist, any Lien upon  any  of  the
     Receivables or any Inventory, except in  favor  of
     the  Agent  for  the  benefit of  the  Banks  and,
     except,  with respect to Inventory only, statutory
     landlord  liens relative to Inventory  located  at
     store  locations leased by Borrower or one of  the
     Subsidiaries."

           Capital  Expenditures.  Effective as of the  date
hereof, Section 9.13 of the Agreement is hereby deleted.

           Fixed Charge Coverage.  Effective as of the  date
hereof,  Section 10.3 of the Agreement is hereby amended  to
read as follows:

        "Section 10.3  Fixed Charge Coverage.  Borrower
     will  maintain a Fixed Charge Coverage of not less
     than 1.6."

          Ratio of Pawn Receivables to Inventory.  Effective
as  of  the  date hereof, Section 10.8 of the  Agreement  is
hereby amended to read as follows:

          "Section    10.8Pawn   Receivables/Inventory.
     Borrower,  on a consolidated basis, will  maintain
     for  the following rolling four quarter periods  a
     ratio  of  Pawn  Receivables to  Inventory  of  at
     least:

       Ratio   Periods

       .65     For the four consecutive Fiscal Quarters 
               ending September 30, 1995;

       .70     For the four consecutive Fiscal Quarters 
               ending December 31, 1995, and each March 30, 
               June 30, September 30 and December 31 thereafter."

           Revision  of  Commitments -  Schedule  6  to  the
Agreement.  Effective as of the date hereof, Schedule  6  to
the  Agreement reflecting the Commitments of  the  Banks  is
hereby  amended  to  read  in the form  attached  hereto  as
Schedule 6.



     Conditions Precedent

          Condition.  The effectiveness of this Amendment is
subject  to  the  satisfaction of the  following  conditions
precedent:

                 Agent  shall  have  received  all  of   the
     following, each dated (unless otherwise indicated)  the
     date   of   this  Amendment,  in  form  and   substance
     satisfactory to the Agent:

                     This  Amendment executed by all parties
          hereto.

                     New Revolving Credit Notes executed  by
          Borrower  in  favor of each of the  Banks  in  the
          amount of each Bank's Commitment.

                    Resolutions of the Board of Directors of
          Borrower  certified by its secretary or  assistant
          secretary which authorizes the execution, delivery
          and  performance by Borrower of this Amendment and
          the  other  Loan Documents executed in  connection
          herewith.

                    A certificate of incumbency certified by
          the  secretary  or  the  assistant  secretary   of
          Borrower  certifying  the names  of  the  officers
          thereof authorized to sign this Amendment and  the
          other   Loan  Documents  together  with   specimen
          signatures of such officers.

                    Resolutions of the Board of Directors of
          each  of the Guarantors certified by its secretary
          or   assistant   secretary  which  authorize   the
          execution, delivery and performance by each of the
          Guarantors  of this Amendment and the  other  Loan
          Documents executed in connection herewith.

                    A certificate of incumbency certified by
          the  secretary or the assistant secretary of  each
          Guarantor  certifying the names  of  the  officers
          thereof authorized to sign this Amendment and  the
          other   Loan  Documents  together  with   specimen
          signatures of such officers.

                    That certain Extension and Amendment Fee
          Letter  (herein so called) in form  and  substance
          satisfactory   to  the  Agent  executed   by   the
          Borrower.

                No  Default.  No Default shall have occurred
     and be continuing.

                Representations and Warranties.  All of  the
     representations and warranties contained in Article VII
     of  the  Agreement, as amended hereby and in the  other
     Loan  Documents shall be true and correct on and as  of
     the  date  of  this Amendment with the same  force  and
     effect  as  if such representations and warranties  had
     been  made on and as of such date, except to the extent
     such representations and warranties speak to a specific
     date.

                Extension and Amendment Fee.  Borrower shall
     have paid to the Agent for the account of the Banks  an
     extension  and  amendment fee in the amount  agreed  to
     pursuant  to  that certain Extension and Amendment  Fee
     Letter executed in connection herewith.



     Ratifications, Representations and Warranties

           Ratifications.    The terms  and  provisions  set
forth  in  this  Amendment shall modify  and  supersede  all
inconsistent terms and provisions set forth in the Agreement
and  except  as  expressly modified and superseded  by  this
Amendment, the terms and provisions of the Agreement and the
other  Loan Documents are ratified and confirmed  and  shall
continue in full force and effect.  Borrower, Banks, Issuing
Bank  and  Agent agree that the Agreement as amended  hereby
and  the  other Loan Documents shall continue to  be  legal,
valid,  binding  and  enforceable in accordance  with  their
respective terms.

           Representations and Warranties.  Borrower  hereby
represents  and  warrants to Banks, Agent and  Issuing  Bank
that  (i)  the execution, delivery and performance  of  this
Amendment  and  any  and all other Loan  Documents  executed
and/or delivered in connection herewith have been authorized
by  all  requisite corporate action on the part of  Borrower
and will not violate the articles of incorporation or bylaws
of   Borrower,  (ii)  the  representations  and   warranties
contained in the Agreement, as amended hereby, and any other
Loan  Document are true and correct on and as  of  the  date
hereof  as though made on and as of the date hereof,  except
to the extent such representations and warranties speak to a
specific date, (iii) no Event of Default has occurred and is
continuing and no event or condition has occurred that  with
the  giving of notice or lapse of time or both would  be  an
Event  of Default, (iv) Borrower is in full compliance  with
all  covenants and agreements contained in the Agreement  as
amended  hereby, (v) the Borrower has no Subsidiaries  other
than  those  listed on Schedule 3 attached hereto  and  such
Schedule 3: (a) sets forth the jurisdiction of incorporation
of  each corporate Subsidiary, the jurisdiction of formation
of  TELP, and the percentage of the Borrower's ownership  of
the  outstanding  voting stock of each corporate  Subsidiary
and  the  partnership interest of Borrower in TELP, and  (b)
identifies which Subsidiaries are Operating Subsidiaries and
which   are   Non-operating  Subsidiaries.    All   of   the
outstanding  capital stock of each corporate Subsidiary  has
been validly issued, is fully paid and is nonassessable.



     Miscellaneous

           Survival of Representations and Warranties.   All
representations and warranties made in this Amendment or any
other Loan Document including any Loan Document furnished in
connection  with this Amendment shall survive the  execution
and delivery of this Amendment and the other Loan Documents,
and  no investigation by Banks, Agent or Issuing Bank or any
closing  shall affect the representations and warranties  or
the  right  of Banks or Agent or Issuing Bank to  rely  upon
them.

            Reference  to  Agreement.   Each  of  the   Loan
Documents,  including the Agreement and any  and  all  other
agreements,  documents,  or  instruments  now  or  hereafter
executed  and  delivered pursuant to  the  terms  hereof  or
pursuant  to  the terms of the Agreement as amended  hereby,
are  hereby  amended  so  that any reference  in  such  Loan
Documents  to  the Agreement shall mean a reference  to  the
Agreement as amended hereby.

           Severability.   Any provision of  this  Amendment
held  by a court of competent jurisdiction to be invalid  or
unenforceable  shall not impair or invalidate the  remainder
of  this  Amendment and the effect thereof shall be confined
to the provision so held to be invalid or unenforceable.

          Applicable Law.  This Amendment and all other Loan
Documents executed pursuant hereto shall be deemed  to  have
been  made  and to be performable in Austin, Travis  County,
Texas  and  shall be governed by and construed in accordance
with the laws of the State of Texas.

          Successors and Assigns.  This Amendment is binding
upon and shall inure to the benefit of Banks, Agent, Issuing
Bank  and  Borrower  and  their  respective  successors  and
assigns, except Borrower may not assign or transfer  any  of
its  rights  or  obligations  hereunder  without  the  prior
written consent of Banks.

           Counterparts.  This Amendment may be executed  in
one  or  more  counterparts, each of which when so  executed
shall  be  deemed to be an original, but all of  which  when
taken together shall constitute one and the same instrument.

           ENTIRE  AGREEMENT.  THIS AMENDMENT AND ALL  OTHER
INSTRUMENTS, DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED
IN  CONNECTION WITH THIS AMENDMENT EMBODY THE FINAL,  ENTIRE
AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ANY AND ALL
PRIOR    COMMITMENTS,   AGREEMENTS,   REPRESENTATIONS    AND
UNDERSTANDINGS,  WHETHER WRITTEN OR ORAL, RELATING  TO  THIS
AMENDMENT, AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE
OF  PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS  OR
DISCUSSIONS  OF  THE  PARTIES HERETO.   THERE  ARE  NO  ORAL
AGREEMENTS AMONG THE PARTIES HERETO.

           Termination of Certain Commitments.  The  parties
hereto acknowledge and agree that contemporaneously herewith
(I)  each  of AmSouth Bank of Alabama ("AmSouth")  and  Bank
Hapoalim  B.M.  ("Hapoalim") have assigned to the  remaining
Banks  all  of their rights and obligations under  the  Loan
Documents, including their respective Revolving Credit Notes
and Commitments, on a pro rata basis, such that after giving
effect thereto, the remaining Banks will have Commitments as
set  out in Schedule 6 attached hereto, and (ii) as a result
of  such assignment, AmSouth and Hapoalim have been released
from their obligations under the Loan Documents and shall no
longer  be a Bank or have any Commitment under the Agreement
as amended hereby.

     Executed as of the date first written above.

                              BORROWER:
                              
                              EZCORP, INC.
                              
                              
                              By:
                                 Name:DAN N. TONISSEN
                                 Title:CHIEF FINANCIAL OFFICER
                              
                              Address for Notices:
                              
                              1901 Capital Parkway
                              Austin, TX  78746
                              Fax No.: (512) 314-3402
                              Telephone No.: (512) 329-5233
                              Attention: Dan Tonissen
                                         Chief Financial
                                         Officer
                              
                              
                              AGENT:
                              
                              WELLS   FARGO  BANK   (TEXAS),
                              NATIONAL ASSOCIATION
                              
                              
                              By:
                                 Name: Keith Smith
                                 Title:  Vice President
                              
                              Address for Notices:
                              
                              100 Congress Avenue, Suite 150
                              Austin, TX  78701
                              Fax No.: (512) 469-3311
                              Telephone No.: (512) 794-2200
                              Attention: Keith Smith
                              
                              
                              ISSUING BANK:
                              
                              WELLS   FARGO  BANK   (TEXAS),
                              NATIONAL ASSOCIATION
                              
                              
                              By:
                                 Name: Keith Smith
                                 Title:  Vice President
                              
                              Address for Notices:
                              
                              100 Congress Avenue, Suite 150
                              Austin, TX  78701
                              Fax No.: (512) 469-3311
                              Telephone No.: (512) 794-2200
                              Attention: Keith Smith
                              
                              BANKS:
                              
                              WELLS   FARGO  BANK   (TEXAS),
                              NATIONAL ASSOCIATION
                              
                              By:
                                 Name: Keith Smith
                                 Title:  Vice President
                              
                              Address for Notices
                              
                              100 Congress Avenue, Suite 150
                              Austin, TX  78701
                              Fax No.: (512) 469-3311
                              Telephone No.: (512) 794-2200
                              Attention: Keith Smith
                              
                              Lending Office for Prime  Rate
                              Advances and Eurodollar Advances
                              100 Congress Ave.
                              Austin, TX  78701
                              
                              
                              GUARANTY FEDERAL BANK, F.S.B.
                              
                              
                              By:
                                 Name:
                                 Title:
                              
                              Address for Notices:
                              
                              301 Congress, Suite 1075
                              Austin, TX  78701
                              Attention: Chris Harkrider
                              Fax No.: (512) 320-1041
                              Telephone No.: (512) 320-1205
                              
                              Lending Office for Prime  Rate
                              Advances and Eurodollar Advances
                              8333 Douglas Avenue
                              Dallas, TX  75255
                              
                              THE SUMITOMO BANK, LTD.,
                                  CHICAGO BRANCH
                              
                              
                              By:
                                 Name:
                                 Title:
                              
                              
                              By:
                                 Name:
                                 Title:
                              
                              Address for Notices:
                              
                              Two Houston Center
                              909 Fannin, Suite 3750
                              Houston, TX  77010-1086
                              Attention:  Manager
                              Fax No.: (713) 759-1419
                              Telephone No.: (713) 759-0770
                              
                              Lending Office for Prime  Rate
                              Advances and Eurodollar Advances
                              233 South Wacker Drive
                              Chicago, Illinois  60606-6448
                              Attention: Vice President  and
                              Manager-Operations
      Guarantors hereby consent and agree to this  Amendment
and  agree  that each Guaranty and each Subsidiary  Security
Agreement, shall remain in full force and effect  and  shall
continue  to  (I)  guarantee  and  secure  respectively  the
Obligations  and  (ii)  be  the  legal,  valid  and  binding
obligation  of Guarantors enforceable against Guarantors  in
accordance with their respective terms.

GUARANTORS:

Operating Subsidiaries:        Non-Operating Subsidiaries:

EZPAWN Alabama, Inc.           EZ Car Sales, Inc.
EZPAWN  Arkansas,  Inc.        EZPAWN  Construction, Inc.
EZPAWN Colorado, Inc.          EZPAWN Kansas, Inc.
EZPAWN Florida, Inc.           EZPAWN Kentucky, Inc.
EZPAWN Georgia, Inc.           EZPAWN Missouri, Inc.
EZPAWN Holdings, Inc.          EZPAWN Nevada, Inc.
EZPAWN  Indiana, Inc.          EZPAWN North Carolina, Inc.
EZPAWN  Louisiana, Inc.        EZPAWN South Carolina, Inc.
EZPAWN Oklahoma, Inc.
EZPAWN Tennessee, Inc.
Texas EZPAWN Management, Inc.


By:                      By:
  Name:                              Name:
  Title:                             Title:



Texas EZPAWN L.P.

By:  Texas EZPAWN Management, Inc.,
   its sole general partner


   By:
     Name:
     Title:
     SCHEDULE 3

     List of Subsidiaries

All  of  the  following  subsidiaries  are  incorporated  in
Delaware  and are 100% owned by EZCORP, Inc. except  EZ  Car
Sales,  Inc.  which  is incorporated in Delaware,  and  100%
owned by EZPawn Tennessee, Inc.:

Operating Subsidiaries         Jurisdiction Where Subsidiary
                               Conducts Business

EZPAWN Alabama, Inc., d/b/a 
EZPW Alabama, Inc.             Alabama

EZPAWN Arkansas, Inc.          Arkansas

EZPAWN Colorado, Inc.          Colorado

EZPAWN Florida, Inc., d/b/a 
EZPW Florida, Inc.             Florida

EZPAWN Georgia                 Georgia

EZPAWN Indiana                 Indiana

EZPAWN Louisiana, Inc.         Louisiana

EZPAWN Holdings, Inc.          Mississippi

EZPAWN Oklahoma, Inc., d/b/a 
EZPAWN Okie, Inc.              Oklahoma

EZPAWN Tennessee, Inc.         Tennessee

Texas EZPAWN Management, Inc.  Texas


Non-Operating Subsidiaries Jurisdiction Where Subsidiary
                           Conducts Business

EZPAWN Construction, Inc.  N/A

EZPAWN Kansas, Inc.        N/A

EZPAWN Kentucky, Inc.      N/A

Non-Operating Subsidiaries Jurisdiction Where Subsidiary
                           Conducts Business

EZPAWN Missouri, Inc.      N/A

EZPAWN Nevada, Inc.        N/A

EZPAWN North Carolina, Inc.N/A

EZPAWN South Carolina, Inc.N/A

EZ Car Sales, Inc.         N/A


The  following  limited partnership is organized  under  the
laws  of the State of Texas.  Texas EZPAWN Management,  Inc.
is  its sole general partner and 1% owner.  EZPAWN Holdings,
Inc.  is  its  sole  limited partner and  99%  owner.   Both
partners are wholly-owned subsidiaries of EZCORP, Inc.

Operating Entity      Jurisdiction Where Entity
                              Conducts Business

Texas EZPAWN L.P.                         Texas

     SCHEDULE 6

     Commitments


     BANKS                          COMMITMENTS

Wells Fargo Bank (Texas), 
National Association                $24,500,000

Guaranty Federal Bank, F.S.B.       $12,750,000

The Sumitomo Bank, Ltd., 
Chicago Branch                      $12,750,000

                        Exhibit 11.1
                              
    Statement Regarding Computation of Per Share Earnings
                          (Losses)
 (Dollars and shares in thousands, except per share amounts)
                              

                       Three Months Ended  Nine Months Ended
                             June 30,          June 30,
                         1996      1995      1996      1995
                       --------  --------  --------  -------- 
                           (Unaudited)        (Unaudited)

Primary and fully diluted
     Weighted average 
     number of common shares 
     outstanding during 
     the period         11,991    11,978     11,987    11,977
     Net effect of 
     dilutive stock 
     options - based on 
     the treasury stock 
     method using overall 
     market price            0         0          0         1
                        ------    ------     ------    ------
       Total shares     11,991    11,978     11,987    11,978
                        ======    ======     ======    ======
     Net income (loss)  $1,027    $(777)     $2,070    $   44
                        ======    ======     ======    ======
Earnings (loss) per 
sharea                  $ 0.09    $(0.06)    $ 0.17    $ 0.00
                        ======    ======     ======    ======
a    Earnings per share calculations assume exercise of all
     outstanding stock options and warrants using the
     treasury stock method of calculation.  The per share
     calculation excludes these common equivalent shares as
     their effect is anti-dilutive.


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


                                        EZCORP, INC.
                                           (Registrant)




Date:   August 14, 1996       By:     /s/ DAN N. TONISSEN
                                           (Signature)


                              Dan N. Tonissen
                              Senior Vice President and
                              Chief Financial Officer

  

 5
 1000
       
                                                  
                   3-MOS                   9-MOS
                          SEP-30-1996             SEP-30-1996
                               JUN-30-1996             JUN-30-1996
                                           3,931                   3,931
                                         0                       0
                                   41,232                  41,232
                                         0                       0
                                     33,836                  33,836
                                84,171                  84,171
                                          49,416                  49,416
                                  14,680                  14,680
                                 137,570                 137,570
                            9,761                   9,761
                                              0                       0
                                0                       0
                                          0                       0
                                           120                     120
                                     111,398                 111,398
                   137,570                 137,570
                                         22,238                  83,076
                                38,129                 135,080
                                           18,578                  71,410
                                   36,220                 130,237
                                     0                       0
                                     0                       0
                                 319                   1,602
                                  1,590                   3,241
                                       563                   1,171
                              1,027                   2,070
                                       0                       0
                                      0                       0
                                            0                       0
                                     1,027                   2,070
                                     0.09                    0.17
                                     0.09                    0.17