SecProbe.io

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September 14, 2004

Mail Stop 0408

By U.S. Mail and facsimile to (917) 777-2896.

William M. Webster, IV
Chief Executive Officer
Advance America, Cash Advance Centers, Inc.
135 North Church Street
Spartanburg, SC 29306

Re:	Advance America, Cash Advance Centers, Inc.
	Form S-1 filed August 13, 2004
	File No. 333-118227

Dear Mr. Webster:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your disclosure.
After reviewing this information, we may or may not raise additional
comments.

Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the
end of this letter.

General comments on your filing
1. We note your disclosure on page 23 that your auditors have
determined that you had a "significant deficiency" in your financial
reporting and controls.  Please identify the specific areas that were
highlighted by your auditors, the factual scenarios that underpinned
the auditors` findings and the timeline of the events that lead up to
your auditors` determination and your responses to the finding.
2. It appears that large portions of your Summary, Risk Factors,
Management`s Discussion and Analysis, Business section and the notes
to financial statements are repeated verbatim in multiple portions of
this document.  For example, we note that your risk factors
discussing your litigation exposure, beginning on page 14, is
identical to your discussion of legal proceedings on page 83.  Some
of the following comments will deal specifically with concerns
regarding the content of your disclosure in these various sections.
However, the registration statement should avoid duplicative
disclosure when possible and instead tailor the disclosure in the
various sections to the purpose that each section serves in the
overall disclosure framework of the document.
3. We note that, since the beginning of the 2003 fiscal year, you
have paid out approximately $173.2 million to your shareholders and
plan to distribute out an additional $9.0 million prior to the
offering.  We also note on page 31 that you attribute these
distributions to the need to provide shareholders with cash to meet
their tax obligations under Sub-Chapter S.  Please supplementally
provide the staff with your analysis as to how you determined that
these amounts were necessary to meet the tax obligations of your
shareholders.  We note that your payouts have increase substantially,
on an annualized basis, in each of the past two years, outstripping
the growth in your net income over the same period.  We also note
that after the $50 million distribution and the planned $9.0 million
distribution, you will have a capital deficiency.
4. To the extent known, please supplementally advise the staff
regarding the percentage of the overall offering amount that you
expect will be attributed to the company and to the selling
shareholders.
5. We note that the over-allotment option will be granted by both the
selling shareholders and by the company.  How will the underwriter
determine which source of additional shares the underwriter will draw
from?  Will the allocation be pro-rata?  Also, please provide your
analysis, with a view towards improved disclosure, as to how the
company determined that it did not require additional liquidity and
therefore chose to allow the selling shareholders to also provide an
over-allotment option.
6. Please confirm that Advance America and its subsidiaries are
currently in compliance with all covenants under your debt
facilities.  If you are not able to confirm this statement, please
identify the covenant that you have not complied with, identify the
reason for the failure to comply, any communication between the
lender and Advance America and steps that you have taken to return to
compliance.
7. Include an updated consent of the independent auditors in your
next amendment.

Summary - page 1
8. As noted above, virtually all of the disclosure in this section
appears to be drawn verbatim from disclosure included in the
Management`s Discussion and Analysis, Business sections and elsewhere
in the document.  The summary should contain a brief and balanced
discussion of your offering.  Revise the summary to comply with the
following requirements set forth in the Instruction to paragraph
503(a):
* the summary "should not merely repeat the text of the prospectus;"
?	the summary "should provide a brief overview of the key aspects
of the offering;"
?	the summary should "identify" and "highlight" those aspects of
the offering that are the "most significant."

Release 33-7497 and Staff Legal Bulleting No. 7A, sample comment 28
specify that the summary should not include a lengthy description of
the company`s business and business strategy.  Rather than repeat
disclosures found in the body of the prospectus, substitute cross-
references to those prospectus sections including the specific page
numbers where those disclosures begin.
9. Please revise the opening paragraph of this section.  A summary,
by its very nature will not contain all the information that an
investor needs to make an investment decision.  Consequently, please
eliminate the first sentence of this preamble section.
10. The Summary should provide a balanced discussion of your
business, including the risks and challenges that stand between your
company and its implementation of its growth plan.  In particular, we
note that the summary does not discuss the risks presented by your
agency lending platform, the legal uncertainties that has forced you
to suspend your Georgia operations and the costs associated with your
growth plan.  Please expand your discussion of your business
development and your growth strategies to discuss the challenges that
confront those plans and your business in general, in a similar level
of detail.
11. In this section, consider briefly discussing the lending process,
the funding procedures you use to fund your payday loans, and a
discussion of the chief differences between the standard and agency
business models.
12. Please clarify how you have determined that you are the largest
payday lender in the United States.  Is your statement based on
dollar volume of loans, number of loans or number of offices?
13. Briefly describe the distributions that you will make prior to
the offering and disclose the resulting capital position of the
company.

Competitive Strengths - page 3
14. You state on page 4 that you have significant geographic
diversification that helps mitigate the risk and possible financial
impact of unfavorable changes in state legislation or a particular
state`s economic environment.  However, this statement seems to
contradict your risk factor on page 17, which discloses that for the
six months ended June 30, 2004, approximately 42% of your revenues is
concentrated in five states.  Please revise your filing to address
this apparent contradiction.

Summary Consolidated Financial Information - page 8
15. Please revise to clearly label the columns as of and for the six
months ended June 30, 2003 as "Unaudited".  This comment also applies
to the results of operations table on pages 43 and 44.

Risk Factors - page 10
16. We note your preamble to the Risk Factors section.  The risk
factor section should discuss all risks that may materially affect
the company and should avoid mentioning generic risks or risks that
are not provided sufficient disclosure.  Please revise the preamble
to clarify that you have discussed all material risks.  Also, please
remove the last two sentences, or remove the reference to other or
immaterial risks, as the fact that the risks facing a business may
change is a risk that ever company faces.
17. Please add a risk factor that discusses the fact that due to the
distributions that you have made during 2003 and distributions that
you plan to complete prior to the offering, that you will have an
accumulated deficit at the time of the offering, and so therefore
virtually all of the liquidity available for future expansion will
come from the unallocated portion of the proceeds from this offering.
18. The Risk Factors section is very long, and many of the risk
factors include a significant amount of detail.  In fact, many of the
risk factors include extensive and verbatim duplication of disclosure
included in separate sections.  Please revise the risk factors
throughout this section so that they briefly describe the risk that
an investor would face from investing in your securities, provides
information sufficient to place the risk in context and explains the
likelihood of the risk occurring and the potential impact of the
risk.  To the extent that a risk is discussed in more detail
elsewhere in the document, consider summarizing the overall impact of
the risk in this section and providing a cross-reference to the more
detailed discussion in the body of the prospectus.  For example, when
discussing your litigation exposure, please summarize the number of
cases, and the extent of the litigation risk rather than provide
summaries of all the cases.
19. Many of your risk factors and their headings warn that the
particular risk might have a "material adverse effect" upon your
business or operations.  The term "material adverse effect" is
imprecise and should not be used when the likely effect of a
particular risk is fairly predictable.  Also, the connection between
the specific effects of a risk should clarify how this would affect
the value of investors` shares of Advance America, as that is the
particular effect of any risk that is most important to the investor.
For example, the likely effect of a flaw in your correspondent banks
approval process would be an increase in delinquencies and therefore
an increase in loan loss charges and a decline in revenue, which
might reduce your earnings and therefore harm your share price.
Please review all the risk factors to limit your use of the term
"material adverse effect" to those situations where the likely impact
of a particular risk is not readily ascertainable.
20. The Risk Factors section should present those risks that an
investor would face by investing in your company, rather than generic
risks that would apply if they invested in any company`s securities.
For example, any company`s results would be impacted by declines in
the economic conditions in their main markets.  Also, all public
companies must comply with the Sarbanes Oxley Act, face the risk that
analysts might fail to follow their stock or issue unfavorable
research, might find their insurance is inadequate and might find
that their shares decline in value.  Please revise these risk factors
so that their specifically address why management believes that these
factors present particular risks to an investment in Advance American
and its shares.  For example, what are your current insurance
coverage levels, and how much of your expected losses under workman`s
compensation an other expenses do you "self insure?"   If you are not
able to describe specific reasons that management believes that these
risks are unique and material to an investment in your shares,
consider removing the risk factors as discussions of generic risks.
The payday cash advance services industry is highly regulated under
state law - page 10
21. The discussion of the overall risk due to the regulatory
environment that your company and industry faces should be separated,
and discussed under separate headings, from your discussion of the
discrete risk to your operations and earnings from the actions by the
State of Georgia and your subsequent decision to suspend operations
in the state.  Please add a separate risk factor that discusses the
specific risks associated with the regulatory developments in
Georgia.  Also, please add disclosure regarding the actions by the
Attorney General of North Carolina that commenced in August 2004 to
an appropriate portion of your revised disclosure.

Competition in the retail financial services industry... - page 17
22. Revise the discussion of market competition to separate out the
risks presented by the fact Republic Bank and Trust has other
relations with ACE Cash Express and the fact that this can cost you
business.
I`m not really sure about this one.  It is lopped into a more general
risk, but it doesn`t, by itself appear to be worth expanding the RF
section, which is already close to 20 pages long.

If the lending banks` payday cash advance approval process... - page
18
23. Please revise the heading for this risk factor and the
accompanying text to clarify that you retain a significant amount of
the credit risk for loans made under the agency model.

Customers` personal checks are often returned unpaid... - page 18
24. Revise this risk factor to note the size of your losses on
accounts where the customer`s check is returned for insufficient
funds.
25. Revise the heading to this risk factor to clarify how the fact
that your customers` deposited checks are returned affects your
operations and earnings.

Being a public company will increase our financial reporting costs...
- page 23
26. The Risk Factors section should highlight risks from the
perspective of the investor.  It would appear that a determination by
your auditor that your financial reporting and controls contained a
"significant deficiency" would be very important to an investor.
Please move this risk factor so that it is discussed at the beginning
of the Risk Factors section and revise the heading so that it
highlights the risk that you internal controls are in need of
improvement.
27. Please supplementally tell us how the significant deficiency in
internal controls impacted the auditor`s ability to complete their
audit of your financial statements.
We expect our costs to increase... - page 25
28. Expand this risk factor to clarify the extent to which you expect
your costs to increase.  The investor should be able to understand
the sources of your increased costs, the likelihood that costs will
increase and the effect of those increases.  If you do not have
specific reason to believe that your costs will increase, so state,
and consider removing this risk factor.  Also, to the extent that you
do have specific reason to believe that your costs will escalate in
the future, please differentiate between known cost increases and
increases that you believe are possible but are not the result of
your growth plans or this offering.

Our operating history has no bearing on future profitability... -
page 25
29. Please revise this risk factor to clarify why you believe your
prior operating history will not be indicative of your future
results.  Do you plan to undertake new lines of business?  Have your
operations changed dramatically in the intervening time?  If you are
not able to point to specific reasons to support this risk factor,
please remove it, as it reflects a general risk that your results in
the future may suffer.

Dividend Policy - page 31
30. We note your disclosure regarding your distributions that have
been made, or will occur prior to the offering.  We also note that
you have a significant amount of restricted cash held by your
subsidiaries.  Please identify the amount that you would be able to
pay in dividends without running afoul of either state law or your
debt coven