SecProbe.io

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      October 7, 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 Amended September 22, 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.

      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.

Inside Front Cover of the Prospectus
1. The inside front cover of the prospectus is not an appropriate
forum for including disclosure.  Please revise the Summary, Use of
Proceeds, Dilution and any other section of the prospectus that is
appropriate to include the information included below the Table of
Contents.  Please refer to Item 501 of Regulation S-K.

Summary - page 1
2. Add a section that clarifies the transactions that you will
undertake between the financial statement date and the closing of
the
transaction.  This should clarify that you intend to distribute
substantially all of your pre June 30, 2004 profits to your
current
shareholders, that you intend to provide shares to related parties
in
exchange for your corporate headquarters and for the sale of
aircraft
and that you intend to sell securities to your officers and
directors.

Risks Relating to Our Business - page 5
3. This section appears to be little more than bullet pointed risk
factor headings, and therefore is not of the same quantum as the
discussion of your business strategy and your company`s operating
history.  Please remove this section and instead revise your
disclosure to include a brief narrative discussion of the
operational
hurdles that could affect the implementation of your growth
strategy
and affect your competitive strengths.
Risk Factors - page 10
4. We note your response to prior comments 13, 17 and 33.  Please
add
a risk factor, which appears towards the beginning of the section,
that discusses the fact that you will distribute out virtually all
the profits that Advance America generated during its S
Corporation
status and also indicates the amount of funds available to the
company after the offering and the debt-repayment are completed.

Our auditors concluded that, as of June 30, 2004... - page 10
5. Please describe to us in detail the nature of technical
assistance
provided by your independent auditors with respect to both FIN 45
and
FIN 46.

Current and future litigation and regulatory proceedings against
us... - page 15
6. We note your response to prior comment 18.  However, this risk
factor continues to be very long and contains a significant amount
of
detail.  Furthermore, it appears to be substantially similar to
your
Legal Proceedings disclosure.  Please revise the risk factor to
summarize your overall exposure to litigation, including
management`s
assessment of the likelihood that there might be a material affect
upon your revenues, operations or an investment in your shares
from
these lawsuits and regulatory actions.  To the extent that you
feel
that specific lawsuits represent a material risk to an investment
in
your shares, please highlight that specific risk in a separate
risk
factor, as you did in the following risk factor relating to your
problems with the State of Georgia.

Dividend Policy - page 31
7. We note your response to prior comment 32, and the disclosure
included on page 31.  However, we are not able to determine the
amount of unrestricted cash that would be available for management
to
pursue its intended dividend policy.  We note that you appear to
plan
to distribute all of your earnings and profits prior to the
offering
(with the exception of your latest quarters earnings).  Please
clarify the amount of cash and the amount of earnings and profits
from which you would be able to pay dividends.

Selected Consolidated Financial Information - page 35
8. We note your response to our prior comment 38.  Please revise
footnote 2 on page 36 to quantify the amount of pro forma income
tax
expense for 2001 that represents actual income tax for the period
January 1, 2001 through September 30, 2001.
9. Given the significance of your goodwill as a percentage of your
total assets, please revise to include the amount of goodwill for
each period presented.

Managements Discussion and Analysis - page 37
10. We note your response to prior comment 40 and 41.  While we
acknowledge that the exact percentages that your banking
correspondents place at risk is competitively sensitive, the
amount
of risk that you assume for credit losses under the agency model
is
material to an investors understanding of your business and the
risks
that they would encounter by investing in your shares.
Consequently,
we reissue prior comment 41.

Overview - page 37
11. Please clarify the number of consecutive times a customer may
borrow or roll over a loan under your internal policies and/or the
CFSA`s best practices.

Closed Payday Cash Advance Centers - page 39
12. We note your revisions to the discussion of closed payday cash
advance centers on pages 39 and 40.  Please revise to quantify the
amount of outstanding Georgia advances as of June 30, 2004.
13. As a related matter, please also disclose how you are handling
the collection of outstanding payday cash advances made in Georgia
prior to suspension of operation and the circumstances under which
you anticipate charging-off any uncollected balances related to
the
Georgia advances.
14. Please revise to quantify the amount (if any) of outstanding
payday cash advances made in Georgia that have been reserved
and/or
charged off subsequent to June 30, 2004.

Discussion of Critical Accounting Policies - page 41
15. Please revise your discussion of revenue recognition policies
to
address each of the five bullet points identified in our prior
comment 47.
16. Supplementally tell us how many cash advance centers and/or
agency relationships were acquired from the National Cash Advance
group in 1999 and in what states those centers/relationships were
located.
17. As a related matter, please supplementally tell us when you
performed your annual goodwill impairment testing, what you
considered your reporting units to be, and how your decision to
suspend operations in Georgia affected your impairment analysis.

Results of Operations - page 45
18. We note your response to our prior comment 51 and your revised
disclosures on page 49.  However, it seems that termination of the
contract with Peoples National Bank would have resulted in lost
revenues and/or profits in your Pennsylvania and North Carolina
markets.  Please revise to disclose the impact to your results of
operations.
Liquidity and Capital Resources - page 57
19. We note that your company will have only a small fraction of
the
offering proceeds available once the debt repurchases are
conducted.
We also note your discussion of the cash losses that you expect
from
each new cash advance centers on page 39 and your plans to operate
even more centers in the coming 12 month period.  Please expand
your
discussion of your liquidity position to clarify the sources of
liquidity that management believes it can call upon to meet these
needs.  Also, please clarify whether management believes that
after
the debt exchange it will be able to take on a more expanded
leverage
position.
Business - page 67
20. We note your response to prior comment 61.  Please clarify
your
discussion of your approval process to clarify that you do not
undertake any evaluation of the creditworthiness of your
customers,
outside a determination of their identity, bank account status and
source of income.

Our Payday Cash Advance Services - page 73
21. We note your revised disclosure in the Overview section that
begins the Business section.  However, we still believe that an
investor would be better able to understand the conduct of your
business if you include a discussion of how you conduct your
business, from the initial customer contact through approval,
payment
and, if necessary, collection.  We note your discussion of your
collection procedures on page 75.  Consequently we reissue prior
comment 66.
22. We are not able to find a discussion of the separation of
risks
and rewards from your agency business model on pages 67-68.
Consequently, we reissue prior comment 67.

Certain Relationships and Related Party Transactions - page 105
23. We note your responses to prior comments 71-73 and await the
revised disclosure.  Please note that we may have further comment
once the disclosure is updated.

Underwriters - page 123
24. Please advise the staff regarding how the underwriters plan to
conduct the "on-line" portion of the offering.  In particular,
please
highlight the pricing, conduct, allocation and timing of this
possible portion of the offering.
25. Please confirm that the electronic version of the prospectus
will
be identical to the final prospectus or will comply with Release
33-
7288 or 33-7289.

Consolidated Financial Statements

Note 1 - Description of Business and Significant Accounting
Policies
- page F-8
26. We note your response to our prior comment 84 and your revised
disclosures.  Please revise to describe how you determine the
amount
of your allowance for doubtful accounts.  Consider revising this
footnote to include the bullet-pointed methodology you disclosed
on
pages 43 and 44.
27. We note your response to our prior comment 83 and your revised
disclosures.  Please supplementally quantify for us the amount of
your liability for center closing costs that pertains to severance
payments and costs to move furniture and fixtures for each period
presented.
28. As a related matter, please supplementally tell us how your
accounting treatment for severance costs and costs to move
furniture
and fixtures is consistent with paragraphs 8-13 and 17 of SFAS
146.
Specifically with respect to severance costs, please tell us how
your
policy considers the communication requirements discussed in
paragraph 8 of SFAS 146.  If necessary, to the extent your
accounting
treatment is not consistent with SFAS 146, please quantify the
differences for each period presented (including interim periods)
and
supplementally provide us with your qualitative and quantitative
materiality assessment.

Note 3 - Processing, Marketing and Servicing Arrangements - page
F-17
29. Please supplementally confirm to us that during the life of
your
$3 million note agreement with the lending bank, there were no
impairment indicators prior to your March 2003 termination payment
of
$6.3 million that would have caused you to record an impairment
loss
on the $3 million note.  Refer to paragraphs 8-10 of SFAS 114.
30. Please supplementally provide to us copies of the $3 million
note
agreement with the lending bank (including any amendments) as well
as
copies of the termination agreements with the lending bank
(including
the termination agreements associated with the $6.3 million
payment).

Note 4 - Advances and Fees Receivable, Net - page F-18
31. We note your response to our prior comments 84 and 85.  Please
revise footnote 4 of your filing to include each of the various
components of your advances and fees receivable balance (e.g.
payday
advance receivable, fees and interest receivable).

Note 12 - Commitments and Contingencies - page F-26
32. We note your response to our prior comment 100.  Please revise
the first paragraph of footnote 12 to quantify the amount of
estimated lost revenue per month that you expect to incur if you
continue to suspend operations in Georgia.

Note 16 - Subsequent Events - page F-30
33. Please revise to disclose the nature of the North Carolina
Attorney General`s inquiry, including a discussion of the types of
potential claims that could be raised by the Attorney General`s
office as a result of their inquiry.  Refer to paragraph 10 of
SFAS
5.

*	*	*

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      You may contact Lisa Haynes, Staff Accountant, at (202) 824-
5398 or Donald Walker, Senior Assistant Chief Accountant, at (202)
942-1799 if you have questions regarding comments on the financial
statements and related matters.  You may contact Christian
Windsor,
Staff Attorney, at (202) 942-1974 or me at (202) 942-2889 any
other
questions regarding this review.

						Sincerely,

						William Friar
						Senior Financial Analyst

cc:	Via US MAIL AND FACSIMILE: (917) 777-2896
Susan J. Sutherland, Esq.
Adam Waitman, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
New York, NY 10036
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Advance America, Cash Advance Centers, Inc.
William M. Webster, IV CEO
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