SecProbe.io

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 One Atlantic Center
1201 West Peachtree Street
Atlanta, GA 30309-3424

 404-881-7000 | Fax: 404-881-7777

 April 27, 2026

 VIA EDGAR AND EMAIL

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 100 F Street, N.E.

 Washington, D.C. 20549-3720

 Attention: Kate Beukenkamp

 Re: FirstCash Holdings, Inc.

 Preliminary Proxy Statement on Schedule
14A

 Filed April 13, 2026

 File No. 001-10960

 Ladies and Gentlemen:

 This letter is being submitted on behalf of our
client, FirstCash Holdings, Inc. (the " Company "), in response to comments provided by the Staff of the Division
of Corporation Finance (the " Staff ") of the U.S. Securities and Exchange Commission
set forth in the Staff's letter dated April 24, 2026 with respect to the above-referenced preliminary proxy statement on Schedule
14A filed by the Company. Please find the Company's response to the Staff's comments below. For your convenience, the Staff's
comments are shown immediately preceding the Company's responses thereto. In addition and concurrently herewith, the Company has
filed on EDGAR a revised preliminary proxy statement including the changes discussed below made in response to the Staff's
comments. Capitalized terms used but not otherwise defined in this letter shall have the meanings assigned to such terms in the preliminary
proxy statement.

 Approval of the Reincorporation of the Company to the State
of Texas by Conversion, page 63

 1. We note your statement on page 76 that "[t]he exclusive
 forum provision in the Texas Bylaws explicitly states that it shall not apply to any direct
 claims under the Securities Act of 1933, as amended (the 'Securities Act'), or the Securities
 Exchange Act of 1934, as amended (the 'Exchange Act')." However, we note that the exclusive
 forum provision in your Texas Bylaws on page D-23 states that "[u]nless the Corporation
 consents in writing to the selection of an alternative forum, the federal district courts
 of the United States of America shall be the exclusive forum for the resolution of any complaint
 asserting a cause of action arising under the Securities Act of 1933, as amended, or the
 Securities Exchange Act of 1934, as amended." Please revise for consistency. Additionally,
 please note that federal and state courts have concurrent jurisdiction over claims arising
 under the Securities Act. See Section 22 of the Securities Act. Please revise to discuss
 the material risks regarding the exclusive forum provision including, but not limited to,
 increased costs to bring a claim and that the provision can discourage claims or limit investors'
 ability to bring a claim in a judicial forum that they find favorable, as well as any uncertainty
 as to whether a court would enforce the exclusive forum provision.

 Response :

 In response to the Staff's comment regarding
the inconsistency between the statement on page 76 and the exclusive forum provision in the Texas Bylaws on page D-23, the
Company has revised its disclosure on page 76 to state that: "While under the Securities Act both federal and state courts
have jurisdiction over claims arising under the Securities Act, the Texas Bylaws provide that, unless the Company consents in writing
to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for
the resolution of any complaint asserting a cause of action arising under the Securities Act or the Exchange Act."

 Alston & Bird LLP
 www.alston.com

 Atlanta | Brussels | Century City | Charlotte
| Chicago | Dallas | London | Los Angeles | New York | Raleigh | San Francisco | Silicon Valley | Washington, D.C.

 In response to the Staff's comment regarding
a discussion of the material risks regarding the exclusive forum provision in the Texas Bylaws, the Company has added additional disclosure
discussing the material risks regarding the exclusive forum provision on page 67 of the revised preliminary proxy statement.

 The Company respectfully requests the Staff's
assistance in completing the review of the revised preliminary proxy statement as soon as possible. Please let us know if we can provide
any further information or assistance to facilitate your review. Do not hesitate to call me at (404) 881-4421 with any questions or concerns.

 Sincerely,

 Alston & Bird LLP

 /s/ Kyle G. Healy

 Kyle G. Healy

 Partner

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 27, 2026

Rick Wessel
Chief Executive Officer
FirstCash Holdings, Inc.
1600 West 7th Street
Fort Worth, TX 76102

 Re: FirstCash Holdings, Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed April 13, 2026
 File No. 001-10960
Dear Rick Wessel:

 We have completed our review of your filing. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Kyle Healy
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 24, 2026

Rick Wessel
Chief Executive Officer
FirstCash Holdings, Inc.
1600 West 7th Street
Fort Worth, TX 76102

 Re: FirstCash Holdings, Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed April 13, 2026
 File No. 001-10960
Dear Rick Wessel:

 We have reviewed your filing and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A filed April 13, 2026
Proposal 4
Approval of the Reincorporation of the Company to the State of Texas by
Conversion, page 63

1. We note your statement on page 76 that "[t]he exclusive forum provision
in the Texas
 Bylaws explicitly states that it shall not apply to any direct claims
under the Securities
 Act of 1933, as amended (the 'Securities Act'), or the Securities
Exchange Act of 1934,
 as amended (the 'Exchange Act')." However, we note that the exclusive
forum provision
 in your Texas Bylaws on page D-23 states that "[u]nless the Corporation
consents in
 writing to the selection of an alternative forum, the federal district
courts of the United
 States of America shall be the exclusive forum for the resolution of any
complaint
 asserting a cause of action arising under the Securities Act of 1933, as
amended, or the
 Securities Exchange Act of 1934, as amended." Please revise for
consistency.
 Additionally, please note that federal and state courts have concurrent
jurisdiction over
 claims arising under the Securities Act. See Section 22 of the
Securities Act. Please
 revise to discuss the material risks regarding the exclusive forum
provision including, but
 not limited to, increased costs to bring a claim and that the provision
can discourage
 claims or limit investors ability to bring a claim in a judicial
forum that they find
 April 24, 2026
Page 2

 favorable, as well as any uncertainty as to whether a court would
enforce the exclusive
 forum provision.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

 Please contact Kate Beukenkamp at 202-551-3861 or Cara Wirth at
202-551-7127 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Kyle Healy
</TEXT>
</DOCUMENT>

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CORRESP

 FIRSTCASH HOLDINGS, INC.

1600 West 7th Street

Fort Worth, Texas 76102

September 13, 2022

 VIA EDGAR FILING
AND E-MAIL

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, NE

Washington, D.C. 20549

 Attention: Kate Beukenkamp

Re:
 FirstCash Holdings, Inc. (the “Company”) Registration Statement on Form S-3 (File No. 333-267274), Filed September 2, 2022 (the “Registration Statement”) — Acceleration Request

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Securities Act”), the Company hereby requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced
Registration Statement and declare the Registration Statement effective under the Securities Act at 4:00 p.m., Eastern Time, on September 16, 2022, or as soon thereafter as practicable. We also request that the Commission specifically
confirm such effective date and time to us in writing.

 In connection with the Company’s request for acceleration of the effective
date of the above-referenced Registration Statement, the Company hereby acknowledges the following: (1) 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; (2) 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 (3) the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

 Please contact Kyle Healy of Alston & Bird LLP with any questions or comments at 404-881-4421. Thank you for your assistance with this filing.

Sincerely,

FIRSTCASH HOLDINGS, INC.

By:

 /s/ R. Douglas Orr

R. Douglas Orr

Executive Vice President & Chief Financial Officer

cc:
 Kyle Healy

Alston & Bird LLP

United States securities and exchange commission logo
September 8, 2022
Rick L. Wessel
Chief Executive Officer
FirstCash Holdings, Inc.
1600 West 7th Street
Fort Worth, TX 76102
Re:FirstCash Holdings, Inc.
Registration Statement on Form S-3
Filed September 2, 2022
File No. 333-267274
Dear Mr. Wessel:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Kate Beukenkamp at 202-551-3861 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Kyle Healy

Mail Stop 3561
October 18, 2016

Mr. Rick L. Wessel
Chief Executive Officer
FirstCash , Inc.
690 East Lamar Blvd., Suite 400
Arlington, Texas  76011

Re: First Cash, Inc. (f/k/a First Cash Financial Services, Inc. )
 Form 10-K for Fiscal Year Ended December 31, 2015
Filed February 17, 2016
File No. 000 -19133

Dear Mr. Wessel :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Jennifer Thompson

 Jennifer Thompson
 Accounting Branch Chief
Office of Consumer Products

Cc:   Kyle Healy, Esq .
 Alston  & Bird  LLP

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		Document

 FirstCash, Inc.

Direct: 817-505-3142

doug.orr@firstcash.com

October 5, 2016

VIA EDGAR

Ms. Jennifer Thompson

Accounting Branch Chief

United States Securities and Exchange Commission

Washington, DC 20549

Re:

 First Cash Financial Services, Inc.

 Form 10-K for Fiscal Year Ended December 31, 2015

 Filed February 17, 2016

 File No. 000-19133

Dear Ms. Thompson:

We are in receipt of the comments of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter dated September 23, 2016 to Rick L. Wessel, Chief Executive Officer of First Cash Financial Services, Inc. (the “Company”), regarding the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed on February 17, 2016 (the “Form 10-K”).

The Staff’s comments are set forth below in italics, followed by our responses to the comments.

Form 10-K for Fiscal Year Ended December 31, 2015

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

Results of Continuing Operations

Twelve Months Ended December 31, 2015 Compared to Twelve Months Ended December 31, 2014, page 39

1.

 We note your explanation of the reasons for the increase in retail merchandise sales in your pawn stores from Fiscal 2014 to 2015 which states that the increase is due to store additions, maturation of existing stores and an increase in retail inventories available for sale. In future filings, please revise your disclosures throughout Management’s Discussion and Analysis to better indicate the relative significance of each reason given for increases and decreases in line items when explaining your results of operations. We believe that when multiple factors materially contribute to a change in your results, a best practice is to quantify the impact of each such factor in order to transparently provide your investors with a view of your operations through the eyes of your management. Please refer to Item 303 of Regulation S-K and our Release No. 33-8350, available on our website at https://www.sec.gov/rules/interp/33-8350.htm.

Company’s Response:

In future filings, we will revise disclosures in Management’s Discussion and Analysis to better indicate the relative significance of each material reason given for increases and decreases in line items when explaining our results of operations.

Non-GAAP Financial Information, page 51

2.

 Your characterization of certain adjustments related to restructuring expenses and store acquisition expenses in your disclosures related to Adjusted Net Income, Adjusted Net Income Per Share and Adjusted EBITDA as non-recurring in nature may not be consistent with Question 102.03 of the updated Compliance and Disclosure Interpretations on Non-GAAP Financial Measures issued on May 17, 2016. We note similar disclosure of non-recurring items in your subsequent Forms 10-Q and earnings releases. Please consider the above-mentioned Interpretations in their entirety when preparing the disclosures to be included in future filings.

Company’s Response:

In future filings, we will consider the above-referenced interpretations in their entirety when disclosing Non-GAAP financial measures.

Concluding Company Response:

We acknowledge that we are responsible for the accuracy and adequacy of the disclosures in the filing.  We further acknowledge that the Commission’s staff comments or changes to disclosures in response to their comments do not foreclose the Commission from taking any action with respect to the filing.  We know that we may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have questions concerning the above, or if you require additional information, please do not hesitate to contact me at (817) 505-3142.

Sincerely,

/s/ R. Douglas Orr

R. Douglas Orr

Executive Vice President and Chief Financial Officer

(Principal Financial & Accounting Officer)

cc: Sondra Snyder, SEC Staff Accountant

2

Mail Stop 3561
September 23, 2016

Mr. Rick L. Wessel
Chief Executive Officer
First Cash Financial Services, Inc.
690 East Lamar Blvd., Suite 400
Arlington, Texas  76011

Re: First Cash Financial Services, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2015
Filed February 17, 2016
File No. 000 -19133

Dear Mr. Wessel :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2015

Item 7. Management’s Discussion an d Analysis of Financial Condition and Results of
Operations

Results of Continuing Operations

Twelve Months Ended December 31, 2015 Compared to Twelve Months Ended December 31,
2014, page 39

1. We note your explanation of the reasons for the increase in ret ail merchandise sales in
your pawn stores from Fiscal 2014 to 2015 which states that the increase is due to store
additions, maturation of existing stores and an increase in retail inventories available for

Mr. Rick L. Wessel
First Cash Financial Services, Inc.
September 23, 2016
Page 2

 sale.  In future filings, p lease revise your disc losures throughout Management’s
Discussion and Analysis to better indicate the relative significance of each reason given
for increases and decreases in line items when explaining your results of operations.  We
believe that when multiple factors materiall y contribute to a change in your results, a best
practice is to quantify the impact of each such factor in order to transparently provide
your investors with a view of your operations throu gh the eyes of your management.
Please refer to Item 303 of Regul ation S -K and our Release No. 33 -8350, available on
our website at https://www.sec.gov/rules/interp/33 -8350.htm .

Non-GAAP Financial Information, page 51

2. Your characterization of certain adjustments related to restructuring expenses and store
acquisition expenses in your disclosures related to Adjusted Net Income, Adjusted Net
Income Per Share and Adjusted EBITDA as non -recurring in nature may not be
consis tent with Question 102.03  of the updated Compliance and Disclosure
Interpretations on Non-GAAP Financial Measures issued on May 17, 2016.   We note
similar disclosure of “non -recurring” items in your subsequent Forms 10 -Q and earnings
releases.  Please cons ider the above -mentioned Interpretations in their entirety when
preparing the disclosures to  be include d in future filings.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the fili ng includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Mr. Rick L. Wessel
First Cash Financial Services, Inc.
September 23, 2016
Page 3

You may contact Sondra Snyder, Staff Accountant at  (202) 551 -3332 or Andrew Blume,
Staff Accountant at (202) 551 -3254 if you have questions regarding comments , or me at  (202)
551-3737 with any other questions.

Sincerely,

 /s/ Jennifer Thompson

 Jennifer Thompson
 Accounting Branch Chief
Office of Consumer Products

Cc:   Kyle Healy, Esq.
 Alston  & Bird  LLP

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		FCFS 07.15.2014 CORRESP

First Cash Financial Services, Inc.

690 E. Lamar Blvd., Suite 400

Arlington, TX 76011

817-460-3947

July 15, 2014

Mr. Scott  Anderegg

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549-4720

 Re:

 First Cash Financial Services, Inc.

 Registration Statement on Form S-4

 Filed June 27, 2014

 File No. 333-197081 and -01 to -12

Mr. Anderegg:

In accordance with Rule 461, First Cash Financial Services, Inc. and its subsidiary guarantor co‑registrants (collectively, the “Company”) hereby respectfully request acceleration of the effective date of the above-captioned registration statement on Form S-4 (the “Registration Statement”) so that the Registration Statement will be declared effective at 3:00 p.m. Eastern Time on July 17, 2014, or as soon thereafter as practicable.

In requesting acceleration of the effective date of the Registration Statement, the Company hereby acknowledges that:

•

 should the Securities and Exchange Commission (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 staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact Marshall Chalmers of Alston & Bird LLP at (404) 881-7463 with any questions.  In addition, please notify Mr. Chalmers when this request for acceleration has been granted.

Very truly yours,

FIRST CASH FINANCIAL SERVICES, INC.

COLLEGE PARK JEWELERS, INC.

FAMOUS PAWN, INC.

FCFS CO, INC.

FIRST CASH CORP.

FIRST CASH CREDIT, LTD.

FIRST CASH, LTD.

FIRST CASH MANAGEMENT, L.L.C.

FIRST CASH CREDIT MANAGEMENT, L.L.C.

KING PAWN, INC.

LTS, INCORPORATED

MARYLAND PRECIOUS METALS INC.

MISTER MONEY - RM, INC.

By:

 /s/ R. Douglas Orr

 Name:

 R. Douglas Orr

 Title:

 Executive Vice President, Chief Financial Officer, Secretary, Treasurer and Manager

cc:

 Mr. Hill Jeffries

 Mr. Marshall Chalmers

 Alston & Bird LLP

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		FCFS 07.11.2014 CORRESP

One Atlantic Center

1201 West Peachtree Street

Atlanta, GA  30309-3424

404-881-7000

Fax: 404-881-7777

www.alston.com

M. Hill Jeffries

 Direct Dial: 404-881-7823

 Email: hill.jeffries@alston.com

July 11, 2014

United States Securities and Exchange Commission

Division of Corporation Finance

101 F Street, NE

Washington, D.C. 20549

Attention:

 Mr. Scott  Anderegg

 Attorney Advisor

 Re:

 First Cash Financial Services, Inc.

 Registration Statement on Form S-4

 Filed June 27, 2014

 File No. 333-197081 (the “Registration Statement”)

Ladies and Gentlemen:

On behalf of First Cash Financial Services, Inc. (the “Company”), we are transmitting the following responses of the Company to the comments of the staff of the Securities and Exchange Commission (the "Staff"), as transmitted by Mr. Scott Anderegg to the undersigned by telephone on July 9, 2014 (the “Comments”), regarding the Registration Statement referenced above. The Company is filing these responses on EDGAR concurrently with the filing of Amendment No. 1 to the Registration Statement (the “Amendment”). The Amendment incorporates changes responsive to the Comments. For your convenience, we have repeated each comment in italics prior to the response. The references to page numbers in the headings are to the original Registration Statement, and all references to page numbers in the Company’s responses below are to the Amendment.

July 11, 2014

Page 2

The Exchange Offer, pages 21 and 25.

1.

 We note your reservation of the right to amend the terms of the exchange offer.  Please revise to indicate that, in the event of a material change in the offer, you will extend the offer period if necessary so that at least five business days remain in the offer following notice of the material change.

•

 The Company has made the requested change on pages 23 and 27.

Undertakings, page II-10.

2.

  Please include the undertakings set forth in Items 512(a)(5)(ii) and (a)(6) of Regulation S-K.

•

 The Company has added these undertakings on page II-11.

Exhibit 5.1-Opinion of Alston & Bird LLP.

3.

 Because one of the subsidiary guarantors is a Delaware limited liability company, please revise the first sentence of the sixth paragraph to also refer to the Delaware Limited Liability Company Act.

•

 Alston & Bird has made the requested change on page 3 of its opinion letter filed as Exhibit 5.1.

Exhibit 5.2-Opinion of Holland & Hart LLP.

4.

 Clauses (e) and (f) of the third paragraph have the effect of qualifying and limiting the opinions to the articles of incorporation and bylaws of each of the Colorado Subsidiaries as in effect on the date of the secretary’s certification (which we assume to be the date of your opinion letter).  This assumes away the issue with regard to the effectiveness and applicability of the articles of incorporation and bylaws on the effective date of the registration statement, which is the relevant time.  Please revise or delete these qualifications/limitations.

•

 Holland & Hart LLP has revised clauses (e) and (f) in the third paragraph of its opinion letter filed as Exhibit 5.2 to eliminate the purportedly qualifying and limiting references to the effectiveness of the referenced documents. Holland & Hart LLP supplementally advises the Staff that the documents listed in the third paragraph are not intended to be included among the assumptions identified elsewhere in its opinion letter.  Rather, the documents listed there simply identify with some specificity a number of the documents that were reviewed in connection with the preparation of its opinion letter.

July 11, 2014

Page 3

5.

 In the fifth paragraph, please revise the fourth sentence to state that you have reviewed, in addition to the Reviewed Documents, such documents as you have deemed necessary or appropriate as a basis for your opinions, rather than limiting the documents reviewed to the Reviewed Documents.

•

 Holland & Hart LLP has revised the fifth paragraph of its opinion letter to comply with this comment.

Please do not hesitate to call the undersigned at the number referenced above if you have any questions or comments regarding the foregoing or the Amendment or if we can be of service in facilitating your review.

Sincerely,

/s/ M. Hill Jeffries

M. Hill Jeffries

MHJ/dlp

cc:

 R. Douglas Orr

 First Cash Financial Services, Inc.

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		FCFS 06.27.2014 CORRESP

First Cash Financial Services, Inc.

690 E. Lamar Blvd., Suite 400

Arlington, TX 76011

June 27, 2014

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:

 First Cash Financial Services, Inc. (File No. 000-19133)

Exchange Offer for 6.75% Senior Notes due 2021

Registration Statement on Form S-4 Filed on June 27, 2014

Ladies and Gentlemen:

The above-referenced filing relates to an exchange offer (the “Exchange Offer”) by First Cash Financial Services, Inc. (the “Company”) and the subsidiary guarantors (the “Guarantors”) listed on the cover page of the above-referenced registration statement on Form S-4 (the “Registration Statement”) with respect to the exchange of $200,000,000 aggregate principal amount of 6.75% Senior Notes due 2021 (together with the related guarantees, the “New Notes”) for $200,000,000 aggregate principal amount of 6.75% Senior Notes due 2021 (together with the related guarantees, the “Old Notes”), which were issued by the Company pursuant to Rule 144A or Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), through Wells Fargo Securities, LLC and Deutsche Bank Securities Inc. (the “Initial Purchasers”).  The Old Notes and the New Notes are referred to collectively as the “Notes.”  The New Notes will have terms and conditions substantially identical to the Old Notes. The Registration Statement was filed in connection with the registration rights granted by the Company and the Guarantors to the Initial Purchasers on behalf of the holders of Notes pursuant to the Registration Rights Agreement, dated March 24, 2014, among the Company, the Guarantors and the Initial Purchasers.  The Company is making the Exchange Offer upon the terms and conditions specified by the Securities and Exchange Commission (the “Commission”) in no-action letters to Exxon Capital Holdings Corporation (available May 13, 1988) (“Exxon Capital”), Morgan Stanley & Co., Inc. (available June 5, 1991) (“Morgan Stanley”) and Shearman & Sterling (available July 2, 1993) (“Shearman & Sterling”).

Securities and Exchange Commission

June 27, 2014

Page 2

The Company also makes in the Exchange Offer and hereby to the Commission the following representations and warranties consistent with Morgan Stanley and Shearman & Sterling:

1.    The Company has not entered into any arrangement or understanding with any person to distribute the securities to be received in the Exchange Offer, and to the best of the Company’s information and belief, each person participating in the Exchange Offer will acquire the New Notes in its ordinary course of business, is not engaged in, does not intend to engage in and has no arrangement or understanding with any person to participate in the distribution of the securities to be received in the Exchange Offer.

2.    The Company, as stated fully in the prospectus included in the Registration Statement, will make each person participating in the Exchange Offer aware that if the New Notes are being registered for the purposes of secondary resales, any security holder using the Exchange Offer to participate in the distribution of the securities to be acquired in the Exchange Offer cannot rely on the SEC’s position enunciated in Exxon Capital, Morgan Stanley or Shearman & Sterling and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.  The Company acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 of the Commission’s Regulation S-K.  The prospectus and the related letter of transmittal to the holders of the Old Notes will clearly disclose such matters.

3.    The letter of transmittal and the prospectus will state that by accepting the Exchange Offer, the holders of the Old Notes represent, warrant and covenant to the Company that they have not engaged in, and do not intend to engage in, a distribution of the New Notes.  Furthermore, as provided in Shearman & Sterling, the Company represents that the Exchange Offer provides, and that to the best knowledge of the Company:

(i)

 In connection with any resales of New Notes received in exchange for the Old Notes, any broker-dealer must deliver a prospectus meeting the requirements of the Securities Act, which may be the prospectus for the Exchange Offer so long as it contains a plan of distribution with respect to such resale transactions;

(ii)    No broker-dealer has entered into any arrangement or understanding with the Company or any of their affiliates to distribute the New Notes, and the Company will make each person participating in the Exchange Offer aware in the prospectus and the letter of transmittal that any broker-dealer that holds Old Notes for its own account as a result of market-making activities or other trading activities and who receives New Notes in exchange for Old Notes pursuant to the Exchange Offer may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the New Notes; and

Securities and Exchange Commission

June 27, 2014

Page 3

(iii)    The prospectus and the letter of transmittal to be executed by a holder of Old Notes in order to participate in the Exchange Offer will contain provisions to the effect that if such holder is a broker-dealer holding Old Notes acquired for its own account as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of New Notes received in respect of such Old Notes pursuant to the Exchange Offer.  The prospectus and the letter of transmittal will also include a statement to the effect that by so acknowledging and by delivering a prospectus, the broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Should you have any questions regarding this filing, please do not hesitate to contact M. Hill Jeffries or Marshall M. Chalmers of Alston & Bird LLP at 404-881-7823 or 404-881-7463, respectively.

FIRST CASH FINANCIAL SERVICES, INC.

By:

 /s/ R. Douglas Orr

 R. Douglas Orr

 Executive Vice President and Chief Financial Officer

May 7, 2013

Via E -mail
Rick L. Wessel
Chief Executive Officer
First Cash Financial Services, Inc.
690 East Lamar Blvd., Suite 400
Arlington, TX 76011

Re: First Cash Financial Services, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2012
Filed February 22, 2013
File No. 000 -19133

Dear Mr. Wessel :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities la ws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Andrew D. Mew

Andrew D. Mew
Accounting Branch Chief

CORRESP
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		FCFS 04.19.2013 CORRESP

 First Cash Financial Services, Inc.

Direct: 817-505-3142

doug.orr@firstcash.com

April 19, 2013

VIA EDGAR

Mr. Andrew Mew

Accounting Branch Chief

United States Securities and Exchange Commission

Washington, DC 20549

Re:

 First Cash Financial Services, Inc.

 Form 10-K for Fiscal Year Ended December 31, 2012

 Filed February 22, 2013

 File No. 000-19133

Dear Mr. Mew:

We are in receipt of the comments of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter dated April 3, 2013 to Rick L. Wessel, Chief Executive Officer of First Cash Financial Services, Inc. (the “Company”), regarding the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed on February 22, 2013 (the “Form 10-K”).

The Staff’s comments are set forth below in italics, followed by our responses to the comments.

Form 10-K for Fiscal Year Ended December 31, 2012

Item 1. Business

Locations and Operations, page 7

1.

 We note your disclosure that you are an equal partner in Cash & Go, Ltd., a joint venture. However, you state within Exhibit 21.1 that you have a 49.5% ownership interest in Cash & Go, Ltd. We also note that you have a 50.0% interest in Cash & Go Management, LLC. Please explain in detail the ownership and operating structure of Cash & Go, Ltd. and Cash & Go Management, LLC as well as how you account for these investments citing relevant U.S. GAAP. Please also specifically address in your response how you have an equal interest in the Cash & Go, Ltd. joint venture when you have a 49.5% ownership interest.

Company’s Response:

Cash & Go Management, LLC has a 1% ownership interest in Cash & Go, Ltd, therefore, our 50% ownership interest in Cash & Go Management, LLC equates to a 0.5% interest in Cash & Go, Ltd.  Combined with the Company’s direct ownership interest of 49.5%, this gives the Company a 50% total ownership interest in Cash & Go, Ltd.  Cash & Go, Ltd. is considered a variable interest entity of the Company and the results of operations are consolidated with the Company’s based on the provisions of ASC 810-10-25.  The Cash & Go, Ltd. financial results and the minority ownership are consolidated with the Company’s results; however, their minority interests are not presented separately in the Company’s balance sheet and income statement due to immateriality.  The Company will expand its disclosure in future filings to better describe its effective ownership interests in Cash & Go, Ltd.  Below is our proposed disclosure to be included in the Management's Discussion and Analysis of Financial Condition and Results of Operations section for our next Form 10-K filing for the year ended December 31, 2013:

The Company is an equal partner in Cash & Go, Ltd., a joint venture, which owns and operates check cashing and financial services kiosks located inside convenience stores in the state of Texas.  The Company has a 49.5% direct ownership interest in Cash & Go, Ltd., and a 50% ownership interest in Cash & Go Management, LLC, which has a 1% ownership interest in Cash & Go, Ltd., which provides the Company total ownership interest of 50% in Cash & Go, Ltd.

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

Non-GAAP Financial Information, page 38

2.

 Please address the following in reference to your EBITDA Non-GAAP disclosure on page 39;

•

 Exchange Act Release No. 47226 describes EBITDA as "earnings before interest, taxes, depreciation and amortization." We believe that “earnings” means net income as presented in the statement of operations under GAAP. The measure you reconcile to under the EBITDA header is “[e]arnings from continuing operations before interest, taxes, depreciation and amortization,” and as such, you have defined earnings as “earnings from continuing operations” rather than “net income.” Measures that are calculated differently than EBITDA as described in Exchange Act Release No. 47226 should not be characterized as "EBITDA" and their titles should be distinguished from "EBITDA," such as "Adjusted EBITDA." Please revise or tell us why you think your presentation is appropriate. Refer to Question 103.01 of our Compliance and Disclosure Interpretations on Non-GAAP financial measures on our website; and

•

 We also note your use of income from continuing operations as the most directly comparable GAAP financial measure in your reconciliation to earnings from continuing operations before interest, taxes, depreciation and amortization. We believe that if EBITDA is presented as a performance measure, it should be reconciled to net income as presented in the statement of operations under GAAP. Please explain or revise. Refer to Question 103.02 of our Compliance and Disclosure Interpretations on Non-GAAP financial measures on our website.

2

Company’s Response:

In future filings, we will modify the “EBITDA” title currently used to the title “EBITDA from continuing operations.”  We believe disclosing this information is more useful to our investors as it reflects the ongoing operations of the Company.  Additionally, we will include a reconciliation to both net income and earnings from continuing operations with the calculation for EBITDA from continuing operations. Below is our proposed disclosure for our upcoming Form 10-Q filing for the three months ended March 31, 2013:

Earnings from Continuing Operations Before Interest, Taxes, Depreciation and Amortization

EBITDA from continuing operations is commonly used by investors to assess a company’s leverage capacity, liquidity and financial performance. The following table provides a reconciliation of net income to EBITDA from continuing operations (unaudited, in thousands):

 Trailing Twelve Months Ended

 March 31,

 2013

 2012

Net income

 $

 83,111

 $

 72,738

(Income) loss from discontinued operations, net of tax

 806

 (639

 )

Income from continuing operations

 83,917

 72,099

Adjustments:

Income taxes

 43,346

 37,801

Depreciation and amortization

 13,548

 11,354

Interest expense

 2,130

 186

Interest income

 (282

 )

 (260

 )

Earnings from continuing operations before interest, taxes, depreciation and amortization

 $

 142,659

 $

 121,180

EBITDA from continuing operations margin calculated as follows:

Total revenue from continuing operations

 $

 622,159

 $

 532,597

Earnings from continuing operations before interest, taxes, depreciation and amortization

 142,659

 121,180

EBITDA from continuing operations as a percentage of revenue

 23

 %

 23

 %

Item 8. Financial Statements and Supplementary Data

Consolidated Statements of Cash Flows, page F-8

3.

 We note your presentation of pawn loan receivables and consumer loans within investing activities. Please tell us whether these amounts are presented net, and if so, revise the line item heading to state as such.

3

Company’s Response:

Beginning with Form 10-Q for the three-month period ended March 31, 2013, we intend to combine pawn loans and consumer loans into one line item in the statement of cash flows, as consumer loans are immaterial in total and in relation to pawn loans.  At December 31, 2012, net consumer loans were $1.9 million, compared to pawn loans of $103.2 million and total assets of $507.7 million.  For the year ended December 31, 2012, the net cash used to fund consumer loans was $625,000, compared to the net cash used to fund pawn loans of $16.7 million.  Accordingly, we will change the “Pawn loan receivables” and “Consumer loans” labels to the combined line item “Loan receivables, net of cash repayments,” in order to accurately portray that these items are presented as net amounts.  Below is our proposed revision to the investing activities section in the statement of cash flows for our upcoming Form 10-Q filing for the three months ended March 31, 2013:

 Three Months Ended

 March 31,

 2013

 2012

Cash flow from investing activities:

Loan receivables, net of cash repayments

 3,136

 (1,832

 )

Purchases of property and equipment

 (4,704

 )

 (4,226

 )

Acquisitions of pawn stores, net of cash acquired

 (1,468

 )

 (43,866

 )

Net cash flow used in investing activities

 (3,036

 )

 (49,924

 )

4.

 We note your disclosure on page F-10 of the typical terms of pawn and consumer loans. If pawn loan receivables and consumer loans are presented net within investing activities, please explain in detail how each of these line items meets the criteria for net presentation within the consolidated statements of cash flows. See FASB ASC 230-10-45-7 through 230-10-45-9. Please specifically address the original maturities of these loans in your response.

Company’s Response:

Per ASC 230-10-45-9, assets or liabilities (specifically investments, loans receivable, and debt) with original maturities of three months or less qualify for net reporting.  All pawn loans have contractual maturities of 90 days or less, which qualifies them for net reporting in the statement of cash flows.   As discussed in the previous response, net cash flows related to consumer loans are considered immaterial in relation to pawn loans, and will be combined with pawn loans into a single line item.

5.

 We note the presentation of borrowings under your revolving unsecured credit facility within your consolidated balance sheet as non-current, and the presentation of these borrowings as net within the financing activities section of your consolidated statements of cash flows. Please explain in detail how these borrowings meet the criteria for net presentation within the consolidated statements of cash flows. See FASB ASC 230-10-45-7 through 230-10-45-9. Please specifically address the original maturities of these borrowings in your response.

4

Company’s Response:

For the year ended December 31, 2012, gross proceeds from borrowings under the revolving unsecured credit facility, which matures in February 2015, were $194.5 million, and gross re-payments were $92 million.  In future filings, we will present changes to the revolving unsecured credit facility as separate line items for proceeds and payments.  Below is our proposed revision to the financing activities section in the statement of cash flows for our upcoming Form 10-Q filing for the three months ended March 31, 2013:

 Three Months Ended

 March 31,

 2013

 2012

Cash flow from financing activities:

Proceeds from line of credit

 —

 36,900

Payments of line of credit

 (50,500

 )

 (18,900

 )

Payments of notes payable

 (792

 )

 (260

 )

Purchases of treasury stock

 —

 (38,751

 )

Proceeds from exercise of share-based compensation awards

 8,422

 48

Income tax benefit from exercise of stock options and warrants

 7,218

 127

Net cash flow used in financing activities

 (35,652

 )

 (20,836

 )

Note 4. Acquisitions, page F-15

6.

 We note your disclosure of several acquisitions you consummated during the most recent fiscal year, as well as your table illustrating your allocation of the purchase price. Please tell us the nature and amount of the intangible assets recognized. Additionally, please tell us what consideration was given to including the disclosures required by ASC 350-30-50.

Company’s Response:

The nature and amount of intangible assets recognized as a result of acquisitions occurring during 2012 are as follows (amounts in thousands):

 Fast Cash

 Mister Money

 BBR Unlimited (Mexico)

 Other

 Total

Customer relationships

 $

 1,200

 $

 699

 $

 988

 $

 350

 $

 3,237

Pawn licenses

 160

 240

 —

 115

 515

Total

 $

 1,360

 $

 939

 $

 988

 $

 465

 $

 3,752

The acquired customer relationships generally have limited value given the short duration of pawn loans (less than 90 days) and, based on customer turnover metrics, are amortized over a five-year period.  The amount allocated to pawn licenses are based on approximate market valuations and  generally have an indefinite life given our  ability to renew and maintain them.  The total amounts allocated to the separate classes of intangible assets as a result of acquisitions in fiscal 2012 were 3% of the aggregate purchase price and less than 1% of total assets.  Therefore, we considered the nature and amount of the intangible assets to be immaterial for disclosure in our 2012 filings.  We

5

will provide the disclosures, as provided ASC 350-30-50, in future periods should the amount allocated to intangible assets be material for such disclosure.

7.

 Please tell us how the acquisitions you made during 2012 were treated for tax purposes. Please also tell us if the tax allocation of any acquisition resulted in new or changed intangible asset tax basis and created deductible amortization of intangibles or goodwill for tax purposes. If so, please contrast the allocation performed for tax purposes with that performed for financial reporting purposes for each acquisition.

Company’s Response:

The acquisitions made during 2012 were treated as asset purchases for both tax and financial reporting purposes, and the amounts allocated to goodwill and other intangibles were identical for tax and financial reporting purposes.  For tax purposes, the goodwill and intangible assets are being amortized over the standard 15-year period.  Given that the tax basis of the acquired assets was identical to the basis for financial reporting, we did not believe that additional tax-basis disclosures were relevant.  In future filings, however, we will specifically disclose how acquisitions are treated for tax purposes as compared with financial reporting purposes.  Below is our proposed disclosure to be included in the acquisitions footnote for applicable future Form 10-Q and Form 10-K filings:

The acquisition has been accounted for using the purchase method of accounting for both financial reporting and tax purposes.  Accordingly, the purchase price was allocated to assets and liabilities acquired based upon their estimated fair market values at the date of acquisition, which were identical for financial reporting and tax purposes.  For tax purposes, the goodwill and intangible assets are being amortized over the standard 15-year period.

Note 9. Revolving Credit Facility and Notes Payable, page F-18

8.

 We note your disclosure of interest being charged on your borrowings under the revolving credit facility at the prevailing LIBOR rate plus a fixed spread of 2.0%. Please clarify whether LIBOR as used in this note represents 1 month, 3 month or some other LIBOR term and revise other instances where you make this disclosure.

Company’s Response:

Per the revolving line of credit agreement, the specific interest rate referenced is the prevailing 30-day LIBOR rate.  In future filings, we will reference this specific LIBOR rate in all instances where the disclosure is made.  Below is our proposed disclosure to be included in the liquidity section  for our upcoming Form 10-Q filing for the three months ended March 31, 2013:

At March 31, 2013, the Company maintained a line of credit with five commercial lenders (the "Unsecured Credit Facility") in the amount of $175,000,000, which matures in February 2015.  The Unsecured Credit Facility bears interest at the prevailing 30-day LIBOR rate plus a fixed spread of 2.0%.  At March 31, 2013, the Company had $52,000,000 outstanding under the Unsecured Credit Facility and $123,000,000 available for borrowings.  The interest rate totaled 2.25% at March 31, 2013. Under the terms of the Unsecured Credit Facility, the Company is required to maintain certain financial ratios and comply with certain financial covenants, which include a fixed charge ratio,

6

leverage ratio and maintain a defined level of tangible net worth.  The Company's Unsecured Credit Facility contains provisions that allow the Company to repurchase stock and/or pay cash dividends wit

April 3, 2013

Via E -mail
Rick L. Wessel
Chief Executive Officer
First Cash Financial Services, Inc.
690 East Lamar Blvd., Suite 400
Arlington, TX 76011

Re: First Cash Financial Services, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2012
Filed February 22, 2013
File No. 000-19133

Dear Mr. Wessel :

We have reviewed your filing an d have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents.  In some of our comments, we may ask you to
provide us with information so we may better unders tand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your  facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Y ear Ended December 31, 2012

Item 1. Business

Locations and Operations, page 7

1. We note your disclosure that you are an equal partner in Cash & Go, Ltd., a joint venture.
However, you state within Exhibit 21.1 that y ou have a 49.5% ownership interest in Cash
& Go, Ltd.  We also note that you have a 50.0% interest in Cash & Go Management,
LLC.  Please explain in detail the ownership and operating structure of Cash & Go, Ltd.
and Cash & Go Management, LLC as well as how  you account for these investments
citing relevant U.S. GAAP.  Please also specifically address in your response how you
have an equal interest in the Cash & Go, Ltd. joint venture when you have a 49.5%
ownership interest.

Rick L. Wessel
First Cash Financial Services, Inc.
April 3, 2013
Page 2

Item 7. Management’s Discussi on and Analysis of Financial Condition and Results of
Operations

Non-GAAP Financial Information, page 38

2. Please address the following in reference to your  EBITDA Non -GAAP disclosure on
page  39;

 Exchange Act Release No. 47226  describes EBITDA as "earnings before interest,
taxes, depreciation and amortization."   We believe that “earnings” means net
income as presented in the statement of operations under GAAP.   The measure
you reconcile to under the EBITDA header is “[e]arnings from continuing
operations before interest, taxes, depreciation and amortization,” and as such, you
have defined earnings as “earnings from continuing operations” rather than “net
income.”  Measures that are calculated differently than EBITDA as described in
Exchange Act Rele ase No. 47226 should not be characterized as "EBITDA" and
their titles should be distinguished from "EBIT DA," such as "Adjusted EBITDA."
Please revise or tell us why you think your presentation is appropriate.  Refer to
Question 103.0 1 of our Compliance a nd Disclosure Interpretations on Non -GAAP
financial measures  on our website ; and

 We also note your use of income from continuing operations as the most directly
comparable GAAP financial measure in your reconciliation to earnings from
continuing operation s before interest, taxes, depreciation and amortization.  We
believe that if EBITDA is presented as a performance measure, it should be
reconciled to net income as presented in the statement of operations under GAAP.
Please explain or revise.  Refer to Qu estion 103.02 of our Compliance and
Disclosure Interpretations on Non -GAAP financial measures  on our website.

Item 8. Financial Statements and Supplementary Data

Consolidated Statements of Cash Flows, page F -8

3. We note your presentation of pawn loan receivables and consumer loans within investing
activities.  Please tell us whether these amounts are presented net, and if so, revise the
line item heading to state as such.

4. We note your disclosure on page F -10 of the typical terms of pawn and consumer loans.
If pawn loan receivables and consumer loans are presented net within investing activities,
please explain in detail how each of these line items meets the criteria for net presentation
within the consolidated statements of cash flows.  See FASB ASC  230-10-45-7 through
230-10-45-9.  Please specifically address the original maturities of these loans in your
response.

Rick L. Wessel
First Cash Financial Services, Inc.
April 3, 2013
Page 3

5. We note the presentation of borrowings under your revolving unsecured credit facility
within  your consolidated balance sheet as non -current , and the presentation of these
borrowings as net within the financing activities section of your consolidated statements
of cash flows .  Please explain in detail how these borrowings meet the criteria for net
presentation within the consolidated st atements of cash flows.  See FASB ASC 230 -10-
45-7 through 230 -10-45-9.  Please specifically address the original maturities of these
borrowings in your response.

Note 4.  Acquisitions, page F -15

6. We note your disclosure of several acquisitions you consu mmated during the most recent
fiscal year, as well as your table illustrating your allocation of the purchase price.  Please
tell us the nature and amount of the intangible assets recognized.  Additionally, please tell
us what consideration was given to in cluding the disclosures required by ASC 350 -30-50.

7. Please tell us how the acquisitions you made during 2012 were treated for tax purposes.
Please also tell us if the tax allocation of any acquisition resulted in new or changed
intangible asset tax basis  and created deductible amortization of intangibles or goodwill
for tax purposes.  If so, please contrast the allocation performed for tax purposes with that
performed for financial reporting purposes for each acquisition.

Note 9.  Revolving Credit Facili ty and Notes Payable, page F -18

8. We note your disclosure of interest being charged on your borrowings under the
revolving credit facility at the prevailing LIBOR rate plus a fixed spread of 2.0%.  Please
clarify whether LIBOR as used in this note represent s 1 month, 3 month or  some other
LIBOR term and revise other instances where you make this disclosure.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 t he disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

Rick L. Wessel
First Cash Financial Services, Inc.
April 3, 2013
Page 4

  the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the  federal securities laws of the United States.

You may contact Jarrett Torno, Staff Accountant , at (202) 551 -3703  or Jason Niethamer,
Assistant Chief Accountant, at (202) 551 -3855 if you have questions regarding comments on the
financial statements and re lated matters.  Please contact me at (202) 551 -3720  with any other
questions.

Sincerely,

 /s/ Andrew D. Mew

Andrew D. Mew
Accounting Branch Chief

February 27, 2012
 Via E-mail

Rick L. Wessel Chief Executive Officer First Cash Financial Services, Inc. 690 East Lamar Blvd., Suite 400 Arlington, TX 76011
Re: First Cash Financial Services, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2010
Filed February 25, 2011 File No. 000-19133

Dear Mr. Wessel:
 We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Andrew D. Mew
 Andrew D. Mew Accounting Branch Chief

CORRESP
1
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FCFS FORM CORRESP 02222012

 First Cash Financial Services, Inc.

Direct: 817-505-3134

rick.wessel@firstcash.com

February 22, 2012

VIA EDGAR

Mr. Andrew Mew

Accounting Branch Chief

United States Securities and Exchange Commission

Washington, DC 20549

Re:

First Cash Financial Services, Inc.

Form 10-K for Fiscal Year Ended December 31, 2010

Filed February 25, 2011

File No. 000-19133

Dear Mr. Mew:

We are in receipt of the comments of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter dated February 21, 2012 to Rick L. Wessel, Chief Executive Officer of First Cash Financial Services, Inc. (the “Company”), regarding the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, filed on February 25, 2011 (the “Form 10-K”).

The Staff’s comments are set forth below in italics, followed by our responses to the comments.

Form 10-K for Fiscal Year Ended December 31, 2010

Notes to Consolidated Financial Statements

Note 16 – Geographic Areas

1.

We note your response to prior comment one.  With regards to the economic characteristics of your operating segments addressed in your response, you provided the weighted average store-level operating profit.  In accordance with the aggregation criteria in ASC 280-10-50-11, economic characteristics are measured at the operating segment level.  Please tell us what quantitative measures are used to compare your three operating segments with respect to economic similarities and provide us that information for each of the last three years and current interim period.  You also provided us with an operating margin range of 19% to 36% for any given year for any segment.  Please explain in greater detail how you considered operating margins of 19% and 36% for your operating segments to be similar.  Furthermore, providing a range for any given year for any given segment makes it difficult to establish a correlation.  Discuss and provide support for the economic characteristics you believe are similar and whether you expect similar future prospects.

Company’s Response:

You have requested additional detail regarding operating metrics which support the aggregation of segments based on the similarity of operating results.  The following provides detailed gross profit margins and store operating profit margins for the past three years for each operating segment.  There is only one month of financial data available for the current interim period, which is considered unreliable to show meaningful trends due to the seasonal nature of the business.  However, our expectation for future periods is consistent with the trends shown below.

 U.S. Pawn

 U.S. Short-

Term Loan

 Mexico

Pawn Gross Margin

 2009

 58%

 16%

 53%

 2010

 60%

 44%

 54%

 2011

 59%

 42%

 51%

Consumer Loan Gross Margin

 2009

 69%

 77%

 76%

 2010

 74%

 74%

 81%

 2011

 76%

 76%

 83%

Store Operating Margin

 2009

 33%

 19%

 26%

 2010

 35%

 26%

 26%

 2011

 36%

 28%

 26%

Pawn gross margins are highly similar for the U.S. Pawn and Mexico operating segments.  The pawn gross margins for the U.S. Short-Term Loan operating segment are lower because pawn products were not introduced into these stores until 2009.  The Company believes that pawn margins in this segment will increase significantly over the next few years and become even more similar to the other segments as the pawn product set matures and becomes more integrated into the operations of the short-term loan operating segment.

Consumer loan gross margins are highly similar for all three segments over the three year period and the Company believes that they will remain similar for the foreseeable future.

As the chart shows, store operating margins are also similar across operating segments.  The Company considers the range of margins across time periods and operating segments to be within the normal range of company and industry standards.  Typically, margins in the lower end of the normal range are associated with younger, less-mature stores, while mature stores have margins at the higher end of the normal range.  The Company considers a store to be mature once it has been open for three full years.  The Company believes that future expected margins will become even more similar over time for the following reasons:

1.

U.S. Pawn operating margins will likely decrease slightly over the next few years as the Company has recently initiated a new store expansion program for opening U.S. pawn stores.  The results for 2009 through 2011 were from a set of almost exclusively mature stores.

2.

U.S. Short-Term Loan operating margins will likely increase over time with the continued integration and expansion of pawn products as discussed above.

3.

Mexico operating margins will increase over time as the store base matures in Mexico. The 2009 to 2011 results were adversely affected by the large percentage of immature stores in Mexico over this period (over 40% of all stores in Mexico during each of these three years).  These differences are not considered by the Company to be economic differences, rather simply a function of operational maturity.

Each of the operating segments offers the same product sets.  As discussed in our previous responses, the economic characteristics of each operating segment are virtually identical in terms of the nature of products and services offered, the nature of the production process, the target customer base, the product and service distribution process, and the nature of the regulatory environment.  In summary, the consistency of the operating results as demonstrated in the above analysis coupled with the similar economic characteristics of the business lead us to conclude that the operating segments should be aggregated into one reportable segment.

Concluding Company Response:

We acknowledge that we are responsible for the accuracy and adequacy of the disclosures in the filing.  We further acknowledge that the Commission’s staff comments or changes to disclosures in response to their comments do not foreclose the Commission from taking any action with respect to the filing.  We know that we may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have questions concerning the above, or if you require additional information, please do not hesitate to contact me at (817) 505-3134.

Sincerely,

/s/ Rick L. Wessel

Rick L. Wessel

Chairman of the Board, President, Chief Executive Officer

(Principal Executive Officer)

cc: Scott Stringer, SEC Staff Accountant

February 21, 2012
 Via E-mail

Rick L. Wessel Chief Executive Officer First Cash Financial Services, Inc. 690 East Lamar Blvd., Suite 400 Arlington, TX 76011
Re: First Cash Financial Services, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2010
Filed February 25, 2011 Response dated February 7, 2012 File No. 000-19133

Dear Mr. Wessel:
 We have reviewed your response and have th e following additional comment.  In our
comment, we may ask you to provide us with information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comment applies to your facts a nd circumstances, please tell us why in your
response.

After reviewing the information you provide in  response to this comment, we may have
additional comments.

Form 10-K for the Fiscal Year Ended December 31, 2010

           Notes to Consolidated Financial Statements

 Note 16 – Geographic Areas

1. We note your response to prior comment one.  With regards to the economic
characteristics of your operating segments a ddressed in your response, you provided the
weighted average store-level operating profit.  In accordance with the aggregation criteria
in ASC 280-10-50-11, economic characteristics ar e measured at the operating segment
level.  Please tell us what quantitative meas ures are used to compare your three operating
segments with respect to economic similaritie s and provide us that information for each
of the last three years and cu rrent interim period.  You also  provided us with an operating
margin range of 19% to 36% for any given ye ar for any segment.  Please explain in

Rick L. Wessel First Cash Financial Services, Inc. February 21, 2012 Page 2

 greater detail how you considered operati ng margins of 19% and 36% for your operating
segments to be similar.  Furthermore, provi ding a range for any given year for any given
segment makes it difficult to es tablish a correlation.   Disc uss and provide support for the
economic characteristics you believe are sim ilar and whether you expect similar future
prospects.

You may contact Scott Stringer , Staff Accountant, at (202) 551-3272 or Donna Di Silvio,
Staff Accountant, at (202) 551-3202 if you have questions regarding comments on the financial
statements and related matters.  You may contact  me at (202) 551-3720 with any other questions.

Sincerely,
    /s/ Andrew D. Mew
 Andrew D. Mew Accounting Branch Chief

CORRESP
1
filename1.htm

FCFS FORM CORRESP 02072012

 First Cash Financial Services, Inc.

Direct: 817-505-3134

rick.wessel@firstcash.com

February 7, 2012

VIA EDGAR

Mr. Andrew Mew

Accounting Branch Chief

United States Securities and Exchange Commission

Washington, DC 20549

Re:

First Cash Financial Services, Inc.

Form 10-K for Fiscal Year Ended December 31, 2010

Filed February 25, 2011

File No. 000-19133

Dear Mr. Mew:

We are in receipt of the comments of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter dated February 1, 2012 to Rick L. Wessel, Chief Executive Officer of First Cash Financial Services, Inc. (the “Company”), regarding the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, filed on February 25, 2011 (the “Form 10-K”).

The Staff’s comments are set forth below in italics, followed by our responses to the comments.

Form 10-K for Fiscal Year Ended December 31, 2010

Notes to Consolidated Financial Statements

Note 16 – Geographic Areas

1.

We note your proposed disclosure stating individual stores and regional geographic markets have been aggregated into one reportable segment. If, as you state in your response, that each individual store is an operating segment, please tell us what your regional geographic markets represent. Further, if your regional geographic markets are not operating segments, please tell us the guidance you relied upon for aggregation with the individual stores, i.e., operating segments.

2.

Your accounting policy for goodwill states you identified three reporting units or components for the purpose of measuring the recoverability of goodwill: U.S. Pawn Operations, U.S. Short-Term Loan Operations and Mexico Operations. A reporting unit is an operating segment or one level below an operating segment, a component. You have stated that each individual store represents an operating segment under ASC 280. Please explain how the three reporting units U.S. Pawn Operations, U.S. Short-Term Loan Operations and Mexico Operations identified under ASC 350-20-35 for the purpose of measuring the recoverability of goodwill relate to your operating segments which you identified as individual stores.

Company’s Response:

Our previous correspondence indicating that each individual store represented an operating segment was based on incorrect use of certain terminology in the accounting literature. Individual stores should have been defined as “components” of an operating segment as opposed to “operating segments.” Based on analysis of ASC 280-10-50, the Company considers its chief operating decision maker (the “CODM”) to be a function, performed primarily by the Company’s chief executive officer, chief operating officer and chief financial officer. The function of the CODM is to allocate resources to and assess the performance of the operating segments of the Company. The Company’s CODM function does not regularly review results at the store (or component) level for the purpose of making segment or Company-wide resource allocation decisions or for assessing Company or segment performance.

As indicated in our previous correspondence related to the comment letter, the Company’s management hierarchy is primarily based on a regional geographic reporting structure. The Company’s primary reporting structure, as used by the CODM, rolls the regional geographic structure into one of three operating segments:  (1) U.S. pawn operations, (2) U.S. short-term loan operations and (3) Mexico operations. The CODM reviews key financial information, such as revenue growth, loan metrics and operating margins, and assesses performance primarily at this operating segment level. As an example, a monthly gross profit and margin projection report is delivered to the CODM twice per week which reports consolidated revenue, gross profit and margin results and the same rolled-up results for each of the three operating segments. Lower level regional and store-level results are not regularly provided in this report. Key resource allocation decisions, such as annual store opening targets or acquisition/divestiture decisions, are determined by the CODM at the same operating segment level. Based on these facts and our further review of the terminology provided in the accounting literature, we consider the Company to have three operating segments:  (1) U.S. pawn operations, (2) U.S. short-term loan operations and (3) Mexico operations.

ASC 280-10-50-11 provides that individual operating segments shall be aggregated if they have similar economic characteristics and the segments are similar with regard to their products and services, production processes, type of customer, distribution methods and regulatory environment. Based on the qualitative analysis process prescribed in ASC 280-10-50-11, the Company has determined that all three of its operating segments should be aggregated into a single reportable operating segment.

With regard to the economic characteristic of each operating segment of the Company, both the historical and projected future operating and profitability metrics are highly similar. For example, over the most recent five-year period, the weighted average store-level operating profit margins for each of the three segments were 24%, 25% and 33%, which the Company considers to be similar and strongly correlated. There was limited variability in operating margins over this same period of time, with the lowest operating profit margin for any given year for any segment being 19%, while the highest margin was 36%, again indicative of the strong similarity and correlation in profitability results across segments. The projected operating profit margins in 2012 for all three segments fall within these historical ranges and the Company does not believe that long-term future margins will vary significantly in total or by individual segment. Looking at the specific products and services, the gross profit margins and effective yields on both the pawn and short-term loan products are also highly consistent and strongly correlated across all three segments.

The following information provides analysis of the other specific aggregation criteria provided in ASC 280-10-50-11 as it applies to each of the Company’s three operating segments.

a.

 The nature of the products and services.

 Each of our three operating segments offer the same or very similar products and services. All segments offer small, short-term consumer loan products in every store and a significant majority of the stores in each segment also buy and/or sell jewelry, electronics, tools or other consumer items. The terms and conditions of the consumer loan products and the type of goods purchased and sold are similar across segments. For example, over 98% of currently outstanding consumer loans, whether pawn loans or other short-term loans, have maturities of 30 days or less. All loan products can be defined as “small loans” as the average loan size for each product in each segment is less than $500. The type of merchandise bought and sold in each segment is limited almost exclusively to jewelry, consumer electronics, tools, musical instruments and sporting goods and the gross margins on such transactions are similar across segments.

b.

 The nature of the production processes.

 The production process is identical for each of the three operating segments of the Company. Except for internet-based loans, which are less than 1% of all loans, all consumer loan transactions are initiated, processed and executed at the retail branch locations. All acquired pawn merchandise for the stores in each segment is received directly from the customers at the store locations and all merchandise sales are sold or shipped from the same locations. A single, common information technology platform, which includes a point-of-sale system, a loan management system and a pawn merchandise tracking system, supports all stores, products and services across all segments. A single customer database is shared by all stores in all segments. All of the Company’s stores are staffed and managed utilizing a consistent process and methodology across all segments. All stores and segments are supported by a single, shared administrative support platform which includes accounting/treasury services, payroll and human resources management, training functions, internal audit functions, information technology systems, security services, licensing/government relations functions, legal functions, real estate management and new store development/construction.

c.

 The type or class of customer for their products and services.

 The pawn and consumer loan customer base is highly similar across segments. The Company’s core lending products and services are primarily related to serving cash-constrained and/or credit-challenged customers. Most of the customers lack access to traditional lending products offered to more creditworthy customers and/or are considered to be “unbanked” or “underbanked.”  Many customers who buy and sell used merchandise in the Company’s stores in each segment are also cash-constrained, and in fact, many individual customers utilize multiple services in multiple store locations and/or operating segments over time. For example, the Company has many customers in the U.S.-Mexico border regions who perform both loan and merchandise buy/sell transactions in stores of the Company on both sides of the border.

d.

 The methods used to distribute their products or provide their services.

 All pawn merchandise is acquired at the retail locations through forfeited pawns or direct purchases from customers and all pawn merchandise sales originate from inventories at the retail locations. Except for the internet distribution channel which accounts for less than 1% of all consumer loans, all products and services are exclusively distributed or provided from the Company’s retail locations. The typical retail location, regardless of segment, is located either in a neighborhood shopping center or a high-traffic street-front location.

e.

 If applicable, the nature of the regulatory environment, for example, banking, insurance, or public utilities.

 Virtually all of the Company’s products and store operations are subject to extensive government regulations concerning consumer lending operations, buy/sell transactions and licensing/zoning requirements. Regulations specific to most pawn and consumer lending operations are based primarily at the federal and state levels in both the U.S. and Mexico. While the specific laws and regulations can vary based on the specific jurisdiction, most are very similar in their focus on the form and substance of consumer loan contracts, consumer lending practices, disclosure requirements, reporting and licensing requirements and other consumer protections. For example, in the State of Texas, the Company has 178 locations, of which 104 are licensed pawn locations and 74 are licensed short-term consumer loan stores. All of the Company’s locations in Texas, regardless of their operating segment, are licensed, regulated and audited by the State’s Office of the Consumer Credit Commissioner. Similar agencies typically regulate the Company’s operations in other jurisdictions.

In response to the second question raised by the Commission, the Company’s three operating segments, as described above, correspond directly to the reporting units historically used in testing goodwill for impairment.

In future Form 10-K filings, we will add disclosure to the segment description within our accounting policies footnote, as follows:

“The Company manages its pawn and short-term loan operations under three operating segments:  U.S. pawn operations, U.S. short-term loan operations and Mexico operations. The three operating segments have been aggregated into one reportable segment because they have similar economic characteristics and similar long-term financial performance metrics. Additionally, all three segments offer similar and overlapping products and services to a similar customer demographic, operate in similar regulatory environments, and are supported by a single, centralized administrative support platform.”

Concluding Company Response:

We acknowledge that we are responsible for the accuracy and adequacy of the disclosures in the filing. We further acknowledge that the Commission’s staff comments or changes to disclosures in response to their comments do not foreclose the Commission from taking any action with respect to the filing. We know that we may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have questions concerning the above, or if you require additional information, please do not hesitate to contact me at (817) 505-3134.

Sincerely,

/s/ Rick L. Wessel

Rick L. Wessel

Chairman of the Board, President, Chief Executive Officer

(Principal Executive Officer)

cc: Scott Stringer, SEC Staff Accountant

February 1, 2012
 Via E-mail

Rick L. Wessel Chief Executive Officer First Cash Financial Services, Inc. 690 East Lamar Blvd., Suite 400 Arlington, TX 76011
Re: First Cash Financial Services, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2010
Filed February 25, 2011 Response dated January 27, 2012 File No. 000-19133

Dear Mr. Wessel:
 We have reviewed your response and have th e following additional comments.  In our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.

Form 10-K for the Fiscal Year Ended December 31, 2010

           Notes to Consolidated Financial Statements

 Note 16 – Geographic Areas

1. We note your proposed disclosure stating in dividual stores and regional geographic
markets have been aggregated into one re portable segment.  If, as you state in your
response, that each individual store is an operating segment, please tell us what your
regional geographic markets represent.  Furthe r, if your regional geographic markets are
not operating segments, please tell us the guidance you relied upon fo r aggregation with
the individual stores, i.e., operating segments.

2. Your accounting policy for goodwill states you identified three reporting units or
components for the purpose of measuring th e recoverability of goodwill:  U.S. Pawn

Rick L. Wessel First Cash Financial Services, Inc. February 1, 2012 Page 2

 Operations, U.S. Short-Term Loan Operati ons and Mexico Opera tions.  A reporting unit
is an operating segment or one level belo w an operating segment, a component.  You
have stated that each individual store re presents an operating segment under ASC 280.
Please explain how the three reporting units U.S. Pawn Operations, U.S. Short-Term
Loan Operations and Mexico Operations identified under ASC 350-20-35 for the purpose
of measuring the recoverability  of goodwill relate to your operating segments which you
identified as individual stores.

You may contact Scott Stringer , Staff Accountant, at (202) 551-3272 or Donna Di Silvio,
Staff Accountant, at (202) 551-3202 if you have questions regarding comments on the financial
statements and related matters.  You may contact  me at (202) 551-3720 with any other questions.

Sincerely,
    /s/ Andrew D. Mew
 Andrew D. Mew Accounting Branch Chief

CORRESP
1
filename1.htm

FCFS FORM CORRESP 01272012

 First Cash Financial Services, Inc.

Direct: 817-505-3134

rick.wessel@firstcash.com

January 27, 2012

VIA EDGAR

Mr. Andrew Mew

Accounting Branch Chief

United States Securities and Exchange Commission

Washington, DC 20549

Re

First Cash Financial Services, Inc.

Form 10-K for Fiscal Year Ended December 31, 2010

Filed February 25, 2011

File No. 000-19133

Dear Mr. Mew:

We are in receipt of the comments of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter dated January 24, 2012 to Rick L. Wessel, Chief Executive Officer of First Cash Financial Services, Inc. (the “Company”), regarding the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, filed on February 25, 2011 (the “Form 10-K”).

The Staff’s comments are set forth below in italics, followed by our responses to the comments.

Form 10-K for Fiscal Year Ended December 31, 2010

Notes to Consolidated Financial Statements

Note 16 – Geographic Areas

We note your response to our comment regarding your disclosure of one reportable segment. You state each of your stores would meet the definition of an operating segment, that your resources are allocated primarily based on the revenues of individual stores and that you evaluate the results of individual stores, however you did not consider the aggregation criteria for determining your one reportable operating segment; rather you used the “logical management operating structure.” We are not persuaded that your use of the logical management operating structure instead of the aggregation criteria set forth in ASC 280 is appropriate. Please explain to us how your use of the “logical management operating structure” complies with ASC 280. As previously requested, disclose the factors used to identify your reportable segment and disclose whether operating segments have been aggregated as required by FASB ASC 280-10-50-21(a). Show us what your disclosure will look like revised.

Company’s Response:

At December 31, 2010, the Company had 488 pawn stores and 124 short-term loan stores. Per the guidelines stated in ASC 280-10-50-1 through 50-9, each of the Company’s stores qualifies as an operating segment, with specific reference to the three characteristics of ASC 280-10-50-1. ASC 280-10-50-11 states that two or more operating segments may be aggregated into a single operating segment if aggregation is consistent with the objective and basic principles of the rule, the segments have similar economic characteristics, and the segments are similar in all of the specified areas described below.

a.

 The nature of the products and services.

 All of the Company’s stores offer small, short-term consumer loans and most stores also buy and/or sell  jewelry, electronics, tools or other consumer items. The terms and conditions of the consumer loan products and the type of goods purchased and sold are similar across markets, with the exact mix of products and services offered based primarily on local regulations, competition and customer preference.

b.

 The nature of the production processes.

 Over 99% of all products and services are generated and delivered at the Company’s retail locations. The consumer loan transactions, including the loan contracts, are processed and executed at the retail locations. All acquired merchandise is received directly from the customers at the same retail locations. All of the Company’s stores are managed in a consistent manner and the same information systems support all products and services across all geographic markets. All stores are supported by a single, shared administrative support platform.

c.

 The type or class of customer for their products and services.

 The Company’s products and services are primarily related to serving cash-constrained and/or credit-challenged customers. Most of these customers lack access to traditional lending products offered to more creditworthy customers. Many of our customers utilize multiple services and/or store locations over time.

d.

 The methods used to distribute their products or provide their services.

 All of the Company’s services are provided in a very consistent manner – over 99% of the Company’s customer transactions occur in its retail storefront locations.

e.

 If applicable, the nature of the regulatory environment, for example, banking, insurance, or public utilities.

 Virtually all of the Company’s products and store operations are subject to extensive government regulations including consumer lending operations, buy/sell transactions and licensing requirements. Regulations specific to most pawn and consumer lending operations are based primarily at the federal and state levels in both the U.S. and Mexico. While the specific laws and regulations can vary based on the specific location of the store, most are very similar in their focus on the form and substance of consumer loan contracts, consumer lending practices, disclosure requirements, reporting and licensing requirements and other consumer protections.

Each of the Company’s stores and geographic markets also share similar economic characteristics, most notably with regard to gross margins, and store operating margins and return on assets/invested capital. The Company expects results to be similar across markets, however the economic, competitive, and labor environments across markets do not always produce the same results at the same time. We strive to respond to trends and patterns in customer behavior, among other factors, to produce consistent results over time.

We mentioned previously the use of our logical management structure to aid us in determining our operating segments. This was not meant to be used instead of the aggregation criteria or any other component of ASC 280. Rather, since it was determined that each of our stores qualifies as an operating segment, we used this as a guide to determine whether all relevant factors had been considered in applying ASC 280-10-50.

We believe that aggregation of our stores and regional geographic markets into a single operating segment is appropriate given the guidelines previously discussed, and is consistent with the objective of the rule. None of our stores or regional geographic markets meet the quantitative thresholds for separate reporting under ASC 280-10-50-12.

Proposed Disclosure

We agree that investors may benefit from a more detailed explanation of the factors used to identify our regional markets, including the basis of organization. In future Form 10-K filings, we will add disclosure to the segment description within our accounting policies footnote, as follows:

“The Company manages its pawn and consumer loan operations as one reportable segment. The Company’s management organizational structure is based primarily on regional geographic markets, as opposed to product sets or the country or state in which the store is located. The individual stores and regional geographic markets have been aggregated into one reportable segment due to their similar economic characteristics and similar long-term financial performance. Additionally, these markets offer similar products and services to a similar customer demographic, operate in similar regulatory environments, and are supported by centralized administrative operations. These markets reflect the manner in which the business is managed and how executive management assesses performance internally.”

Concluding Company Response:

We acknowledge that we are responsible for the accuracy and adequacy of the disclosures in the filing. We further acknowledge that the Commission’s staff comments or changes to disclosures in response to their comments do not foreclose the Commission from taking any action with respect to the filing. We know that we may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have questions concerning the above, or if you require additional information, please do not hesitate to contact me at (817) 505-3134.

Sincerely,

/s/ Rick L. Wessel

Rick L. Wessel

Chairman of the Board, President, Chief Executive Officer

(Principal Executive Officer)

cc: Scott Stringer, SEC Staff Accountant

January 24, 2012
 Via E-mail

Rick L. Wessel Chief Executive Officer First Cash Financial Services, Inc. 690 East Lamar Blvd., Suite 400 Arlington, TX 76011
Re: First Cash Financial Services, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2010
Filed February 25, 2011 Response dated January 18, 2012 File No. 000-19133

Dear Mr. Wessel:
 We have reviewed your response dated January 18, 2012 and have the following
additional comment.  In our comment, we may ask you to provide us with information so we
may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comment applies to your facts a nd circumstances, please tell us why in your
response.

After reviewing the information you provide in  response to this comment, we may have
additional comments.

Form 10-K for the Fiscal Year Ended December 31, 2010

           Notes to Consolidated Financial Statements

 Note 16 – Geographic Areas

1. We note your response to our comment rega rding your disclosure of one reportable
segment.  You state each of your stores w ould meet the definition of an operating
segment, that your resources are allocated primarily based on the revenues of individual
stores and that you evaluate th e results of individual stores , however you did not consider
the aggregation criteria for determining your one reportabl e operating segment; rather
you used the “logical management operating struct ure.”   We are not persuaded that your
use of the logical management operating struct ure instead of the a ggregation criteria set

Rick L. Wessel First Cash Financial Services, Inc. January 24, 2012 Page 2

 forth in ASC 280 is appropriate.  Please ex plain to us how your use of the “logical
management operating structure” complies with ASC 280.

As previously requested, disclose the factor s used to identify your reportable segment and
disclose whether operating segments have been aggregated as required by FASB ASC
280-10-50-21(a).  Show us what your disclosure will look like revised.

You may contact Scott Stringer , Staff Accountant, at (202) 551-3272 or Donna Di Silvio,
Staff Accountant, at (202) 551-3202 if you have questions regarding comments on the financial
statements and related matters.  You may contact  me at (202) 551-3720 with any other questions.

Sincerely,
    /s/ Andrew D. Mew
 Andrew D. Mew Accounting Branch Chief

CORRESP
1
filename1.htm

FCFS FORM CORRESP 01182012

 First Cash Financial Services, Inc.

Direct: 817-505-3142

doug.orr@firstcash.com

January 18, 2012

VIA EDGAR

Mr. Andrew Mew

Accounting Branch Chief

United States Securities and Exchange Commission

Washington, DC 20549

Re

First Cash Financial Services, Inc.

Form 10-K for Fiscal Year Ended December 31, 2010

Filed February 25, 2011

File No. 000-19133

Dear Mr. Mew:

We are in receipt of the comments of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter dated December 12, 2011 to Rick L. Wessel, Chief Executive Officer of First Cash Financial Services, Inc. (the “Company”), regarding the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, filed on February 25, 2011 (the “Form 10-K”).

The Staff’s comments are set forth below in italics, followed by our responses to the comments.

Form 10-K for Fiscal Year Ended December 31, 2010

Notes to Consolidated Financial Statements

Note 16 – Geographic Areas

You disclose here that you manage your business on the basis of one reportable segment. We also note that you have identified three reporting units, or components, for the purpose of measuring the recoverability of goodwill: U.S. Pawn Operations, U.S. Short-Term Loan Operations, and Mexico Operations as disclosed in Note 13 as well as disclosure included elsewhere, such as Management’s Discussion and Analysis, based on the geographic locations and the nature of your operations. Please explain to us the extent you considered whether these three components represent reportable segments.

Please provide us with your analysis under ASC 280 that supported disclosing all operations as one reportable segment. Please include the following information in your response:

·

the operating segments you have identified in accordance with ASC 280-10-50-1 through 50-9,

·

the factors used to identify reportable segments,

·

your basis for aggregating identified operating segments into a single reportable segment given the aggregation criteria in ASC 280-10-50-11 and quantitative thresholds in ASC 280-10-50-12.

·

how the aggregation of all of your operations into one reportable segment complies with the aggregation criteria, and

·

the process through which your chief operating decision maker reviews information to make decisions about resources to be allocated to your segment and assess its performance.

In addition, please disclose the factors you used to identify your reportable segment and whether operating segments have been aggregated as required by ASC 280-10-50-21.

Company’s Response:

Background

The Company’s customer base is primarily comprised of unbanked, under-banked, or otherwise credit restricted consumers. To help these customers fulfill short-term cash needs, pawnshops offer small loans and/or buy jewelry, electronics, tools, or other items directly from the customers. Approximately 86% of total revenues for fiscal 2010 were derived directly from pawnshop activities. The remaining 14% of revenues were derived primarily from other lending, credit services activities and check cashing activities which are generated in our short-term loan locations and many of our pawnshops. There are no significant differences in the product sets between the U.S. and Mexico, as the Company offers both pawn and other short-term lending products in both markets. The Company considers pawnshop and short-term loan operations to be similar in nature, and the industry collectively refers to customers of both as “cash-constrained consumers.”

At December 31, 2010 the Company had 488 licensed pawnshop locations and 124 short-term loan locations. Given the similarity of the customer base, there is significant overlap in the cash advance product sets offered by the different store types. For example, approximately 94 of the U.S. pawnshops offered the same credit services products offered in the short-term loan stores. Approximately 81 of the short-term loan stores in the U.S. offered gold-buying services, which is generally considered a pawnshop cash advance product. In Mexico, almost all of the 33 short-term loan locations are co-located in a facility that is either within or directly adjoining a First Cash pawnshop. The exact overlap of the product sets is primarily a function of regulatory and/or licensing restrictions in place for a particular location.

From a customer perspective, there is also overlap between store formats and specific locations, which result in customers performing transactions in multiple First Cash store addresses. As such, the Company tracks customer profiles and transaction histories in a single global database without regard to physical address or product type. For example, customers use multiple locations (whether pawn or short-term loan formats), based on the immediate proximity to their residence, work location or availability of specific merchandise for sale. We note that there is also consistent migration of customer traffic in both directions between our U.S. border locations and Mexico border locations based on cross-border traffic patterns, immigration flows and currency exchange factors.

As a result of the overlap in the products and customer base across store formats and the country where the store is located, the Company manages the business primarily on the basis of regional geographic proximity, rather than by product lines, store formats, or country. For example, all of the stores in Mexico and South Texas (both pawnshops and short-term loan stores) roll-up through a single management organizational structure reporting directly to the chief operating officer (“COO”). Several of our senior operational executives and managers have operational/profit and loss responsibilities for stores in regions of both the U.S. and Mexico. As an example, our operational executive with top-level responsibility for all stores in Mexico also has responsibility for all stores in South Texas, as the Company considers these regions to functionally operate in a similar manner. Similarly, all our pawnshops and short-term loan stores in North Texas, Oklahoma, Missouri, Illinois and South Carolina roll-up through a single executive. We do not have an executive with ultimate reporting responsibility to the COO for all pawn products or pawnshop operations nor do we have an executive who has roll-up responsibility for just a single country of operation. Neither do we have an executive with ultimate reporting responsibility to the COO for all short-term loan products or operations. Management primarily utilizes internal reporting summaries which aggregate operating results based on regional geographic areas managed by specific operational executives, rather than on store formats, product sets or country. Management meetings and communications are typically organized under this same structure.

A significant portion of the Company’s operating cost structure relates to administrative functions such as human resources management, payroll, accounting, information technology, training, marketing, merchandising and new store development. Most of these functions are managed directly from our corporate headquarters in Arlington, Texas and the executives/managers of these functions have direct operational responsibilities in both the U.S. and Mexico and across all product sets. The Company does not allocate administrative time or expenses to the store locations. As a result, the Company does not measure or track fully-loaded profit/loss data or return on investment metrics by specific countries or product sets.

Consideration for determining reporting units

As discussed in our Form 10-K for 2010, the Company has identified three reporting units solely for the purpose of testing the recoverability of goodwill: U.S. Pawn Operations, U.S. Short-term Loan Operations, and Mexico Operations. Since the primary usage of these reporting units was to measure goodwill recoverability, the main factor used in determining the reporting units was the nature of past business combinations and divestitures, as this is how goodwill has either been added to or subtracted from the Company’s assets. All of the Company’s previous business combination transactions included stores within one of these reporting units, without overlap. The Company believes that testing the recoverability of goodwill at the reporting unit level is the most conservative approach. As discussed throughout the preceding and following paragraphs, these reporting units do not match the Company’s operating structure, and therefore are not considered to represent separate operating segments.

Operating segments identified and factors used to identify reportable segments in accordance with ASC 280-10-50-1

ASC 280-10-50-1 defines an operating segment as having three characteristics: (a) it engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same public entity), (b) its operating results are regularly reviewed by the public entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and (c) its discrete financial information is available. Based on this criteria, each of the Company’s stores would meet the definition of an operating segment. As such, all stores would have to be aggregated as no one store would meet the quantitative thresholds of ASC 280-10-50-12.

The provisions in item (b) of ASC 280-10-50-1 refer to “resources to be allocated to the segment.”  Our resources (notably capital, management oversight and administrative support) are allocated primarily based on the revenues of individual stores, which is generally driven by customer traffic and transactions per customer. Higher revenue stores tend to receive more funds for rent, payroll, and related costs, as well as a higher proportion of management oversight and administrative support time. Most of our resources are not typically allocated based on specific products or country of location.

ASC 280-10-50-6 states that “a public entity may produce reports in which its business activities are presented in a variety of different ways.”  Generally our business activities are grouped and reviewed on the basis of either the market manager responsible for stores in a given regional geographic market, or the age of the stores. As discussed above, these two groupings include all product lines and cross-border geographies as applicable.

Based on the provisions of ASC 280-10-50-9, segments are generally composed of separate product lines or geographic areas. As stated above, our product lines are offered across a broad mix of store formats and geographic locations. Our operating management team is not segregated based solely on these product lines and while we operate stores in the United States and Mexico, our operating management team is not segregated solely by country.

Basis for aggregating identified operating segments and compliance with aggregation criteria

Aggregation criteria were not considered for determining our reportable operating segment; rather the logical management operating structure was used. We do not believe our one reportable segment is the result of the aggregation criteria; rather we believe that our one reportable segment is the result of our operating structure. We do not have a “segment manager” function as ASC 280-10-50-7 mentions, nor do we evaluate the results of our primary product lines for determining how to allocate resources. We evaluate the results of individual stores, and groups of stores as rolled up to their managers at different hierarchy levels. These managers can manage stores offering one or both of our main product lines, and they can also manage stores located in one or both of the two countries in which we operate.

From a qualitative standpoint, we believe that the Company’s product sets and geographic divisions are similar for all five areas set forth in ASC 280-10-50-11, as explained below:

1.

 The nature of the products and services: all of the Company’s products are related to serving cash-constrained consumers through small, short-term loans and buying jewelry, electronics, tools, or other items.

2.

 The nature of the production process: all of the Company’s products are managed in a similar manner. The same information systems support all products and geographic locations, and all products and locations share assets, resources, and administrative functions.

3.

 The type or class of customer for their products and services: all of the Company’s products serve the same customer class - those without access to traditional lending products offered to more creditworthy customers.

4.

 The methods used to distribute their products or provide their services: all of the Company’s products are distributed similarly - the vast majority of the Company’s transactions occur in a retail storefront location.

5.

 The nature of the regulatory environment:  virtually all of the Company’s products are subject to similar regulations including consumer lending practices, licensing, and zoning restrictions. These regulations vary based on the specific location of the store on local, state, and federal levels.

Based on the analysis provided herein, we believe the aggregation is appropriate given the strong similarities for each criteria across each store format and geographic location.

Review process used by our chief operating decision maker

Our chief operating decision maker reviews information at the store level and in the aggregate. Aggregated information is primarily based on regional geographic markets managed by specific operational executives (which individually are clearly below the aggregation thresholds of ASC 280-10-50-12). These regional geographic markets vary in store count and size (an entire state, regions within a state, or multiple states), and can include parts of either or both Mexico and the United States. Performance is evaluated based on several metrics, including overall sales, gross profit/margin, controllable operating expenses, and operating income as compared with budgeted and/or prior year amounts. As stated previously, the cost of most management and support resources are not allocated at the store, product or country level.

Conclusion

Based on the guidance provided in ASC 280-10-50-1 through 50-9 and applying the facts described above, management has concluded that the Company has one single operating segment. While there are multiple products offered in multiple countries, the products served are a homogenous product set, and the stores are effectively managed, operated and supported as a single operating segment.

Concluding Company Response:

We acknowledge that we are responsible for the accuracy and adequacy of the disclosures in the filing. We further acknowledge that the Commission’s staff comments or changes to disclosures in response to their comments do not foreclose the Commission from taking any action with respect to the filing. We know that we may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have questions concerning the above, or if you require additional information, please do not hesitate to contact me at (817) 505-3142.

Sincerely,

/s/ R. Douglas Orr

R. Douglas Orr

Executive Vice President and Chief Financial Officer

(Principal Financial & Accounting Officer)

cc: Scott Stringer, SEC Staff Accountant

December 12, 2011
 Via E-mail

Rick L. Wessel Chief Executive Officer First Cash Financial Services, Inc. 690 East Lamar Blvd., Suite 400 Arlington, TX 76011
Re: First Cash Financial Services, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2010
Filed February 25, 2011 File No. 000-19133

Dear Mr. Wessel:
 We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with informati on so we may better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comment applies to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to this comment, we may have additional comments.

Form 10-K for the Fiscal Year Ended December 31, 2010

           Notes to Consolidated Financial Statements

 Note 16 – Geographic Areas

1. You disclose here that you manage your busin ess on the basis of one reportable segment.
We also note that you have identified thr ee reporting units, or components, for the
purpose of measuring the recoverability of  goodwill: U.S. Pawn Operations, U.S. Short-
Term Loan Operations, and Mexico Operati ons as disclosed in Note 13 as well as
disclosure included elsewhere, such as Ma nagement’s Discussion and Analysis, based on
the geographic locations and the nature of your operations.  Please explain to us the
extent you considered whether these three comp onents represent reportable segments.

Rick L. Wessel First Cash Financial Services, Inc. December 12, 2011 Page 2

 Please provide us with your analysis under ASC 280 that supported disclosing all
operations as one reportable segment.  Pleas e include the following information in your
response:
 the operating segments you have identif ied in accordance with ASC 280-10-50-1
through 50-9,
 the factors used to identify reportable segments,
 your basis for aggregating identified opera ting segments into a single reportable
segment given the aggregation criter ia in ASC 280-10-50-11 and quantitative
thresholds in ASC 280-10-50-12.
 how the aggregation of all of your op erations into one reportable segment
complies with the aggregation criteria, and
 the process through which your chie f operating decision maker reviews
information to make decisions about res ources to be allocated to your segment
and assess its performance.

In addition, please disclose the factors you us ed to identify your reportable segment and
whether operating segments have been a ggregated as required by ASC 280-10-50-21.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

Rick L. Wessel First Cash Financial Services, Inc. December 12, 2011 Page 3

 You may contact Scott Stringer , Staff Accountant, at (202) 551-3272 or Donna Di Silvio,
Staff Accountant, at (202) 551-3202 if you have questions regarding comments on the financial
statements and related matters.  You may contact  me at (202) 551-3720 with any other questions.

Sincerely,
    /s/ Andrew D. Mew
 Andrew D. Mew Accounting Branch Chief

February 9, 2011
    Mr. Rick Wessel  Chief Executive Officer First Cash Financial Services, Inc. 690 East Lamar Blvd., Suite 400 Arlington, Texas 76011
Re: First Cash Financial Services, Inc.
Form 10-K for Fiscal Year Ended December 31, 2009  Filed March 15, 2010 File No. 000-19133

Dear Mr. Wessel:
We have completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,
  /s/ Andrew D. Mew
Andrew D. Mew
Accounting Branch Chief

CORRESP
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FCFS FORM CORRESP 01202011

 First Cash Financial Services, Inc.

Direct: 817-505-3142

dougo@firstcash.com

January 20, 2011

VIA EDGAR

Mr. Andrew Mew

Accounting Branch Chief

United States Securities and Exchange Commission

Washington, DC 20549

Re:

First Cash Financial Services, Inc.

Form 10-K for Fiscal Year Ended December 31, 2009

Filed March 15, 2010

File No. 000-19133

Dear Mr. Mew:

We are in receipt of the comments of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter dated December 22, 2010 to Rick L. Wessel, Chief Executive Officer of First Cash Financial Services, Inc. (the “Company”), regarding the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed on March 15, 2010 (the “Form 10-K”).

The Staff’s comments are set forth below in italics, followed by our responses to the comments.

Form 10-K for Fiscal Year Ended December 31, 2009

Item 8. Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements

Note 13 – Goodwill and Other Intangible Assets

We note your footnote disclosures regarding the company’s goodwill balance for each period reported. Please tell us your consideration for providing a discussion of your goodwill valuation process within the critical accounting policies section of Management’s Discussion and Analysis of Financial Condition and Results of Operations given the material nature of your goodwill balance. Please note that these disclosures should provide investors with sufficient information as well as management’s insights and assumptions with regard to the recoverability of goodwill. In this regard, we have identified areas where we believe additional discussion would enhance your disclosures. Specifically, we believe you should provide the following information pursuant to Item 303(a)(3)(ii) of Regulation S-K and Financial Reporting Release No. 60 and Section V of SEC Release No. 33-8350:

·

Please tell us the reporting units, as defined in ASC 350-20, used in your analysis; indicate how the reporting units are identified; provide the amount of goodwill allocated to each reporting unit and explain how you estimate the fair value of each reporting unit;

·

Please provide the carrying value and fair value for each reporting unit as of the date of your most recent step-one test. Alternatively, disclose the percentage by which the fair values exceed the carrying values for each unit;

·

For those reporting units in which the fair values do not exceed their carrying values by significant amounts, please describe the potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key assumptions used in determining fair value.

Company’s Response:

The Company has identified three separate reporting units for purposes of testing for goodwill impairment: U.S. pawn operations, U.S. short-term loan operations and Mexico operations. These reporting units were identified based on the geographic locations and primary product lines. These reporting units are consistent with the nature of the Company’s previous acquisitions and disposals (i.e. acquiring chains of pawn stores or disposing of groups of short-term loan/check cashing stores). Goodwill allocated to each reporting unit as of December 31, 2010 and 2009 is displayed in the table below.

We estimated the fair value of our reporting units by using an income approach, and then validated the results with a market approach for reasonableness. The income approach establishes fair value based on the present value of estimated future cash flows, which are formed by evaluating historical trends, current budgets, operating plans, and industry data. The market approach establishes fair value by applying cash flow multiples to each reporting unit’s operating performance. The multiples are derived from similar publicly traded companies and transactions involving the Company or similar public companies.

Our conclusion, as reflected in the table below, is that the estimated fair value for all reporting units is significantly in excess of the carrying value, and therefore goodwill for all reporting units is not impaired.

For the year ended December 31, 2010 (amounts in thousands):

Reporting Unit

Allocated

Goodwill

 % of Estimated

 Fair Value Over

 Carrying Value

U.S. Pawn Operations

 $     36,251

 252%

U.S. Short-Term Loan Operations

 $     16,373

 368%

Mexico Operations

 $     23,731

 538%

For the year ended December 31, 2009 (amounts in thousands):

Reporting Unit

Allocated

Goodwill

 % of Estimated

 Fair Value Over

Carrying Value

U.S. Pawn Operations

 $     30,869

 240%

U.S. Short-Term Loan Operations

 $     16,373

 295%

Mexico Operations

 $     22,489

 730%

Given the extent by which estimated fair values for each reporting unit exceed the respective carrying values, we believe that our disclosures as provided in Form 10-K for the year ended December 31, 2009 were adequate and no additional disclosures regarding potential events and/or changes in circumstances affecting the assumptions used in determining fair value were required. In addition, we believe that amending the Form 10-K for the year ended December 31, 2009 so close to the filing of the Form 10-K for the year ended December 31, 2010 would be confusing to investors. However, at your suggestion, we will include the following disclosure beginning with the Form 10-K for the year ended December 31, 2010 within the critical accounting policies section of Management’s Discussion and Analysis of Financial Condition and Results of Operations:

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in each business combination. In accordance with ASC 350-20-35, Goodwill – Subsequent Measurement (“ASC 350-20-35”), the Company tests goodwill for potential impairment annually as of December 31, and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

The impairment test is a two-step assessment. The first step of the test, used to identify potential impairment, compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired, and the second step of the test is not necessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the test is performed to measure the amount of impairment loss, if any. As defined in ASC 350-20-35, the Company has identified three reporting units, or components, for the purpose of measuring the recoverability of goodwill: U.S. Pawn Operations, U.S. Short-Term Loan Operations and Mexico Operations.

To estimate the fair value of each reporting unit, the Company used an income approach, and then validated the results with a market approach for reasonableness. The income approach establishes fair value based on the present value of estimated future cash flows, which are formed by evaluating historical trends, current budgets, operating plans, and industry data. The market approach establishes fair value by applying cash flow multiples to the reporting unit’s operating performance. The multiples are derived from other publicly-traded companies that are similar but not identical from an operational and economic standpoint.

Determining the fair value of reporting units under both methods involves the use of significant estimates and assumptions. For the income approach, this includes revenue growth rates, operating margins, risk-adjusted discount rates, and future economic and market conditions. For the market approach, this includes determining appropriate market comparables and an appropriate control premium. The Company uses its fair value estimates on assumptions it believes to be reasonable, but that are unpredictable and inherently uncertain. Actual future results may differ from those estimates. In addition, the Company makes certain judgments and assumptions in allocating shared assets and liabilities to determine the carrying values for each reporting unit.

The Company performed its 2010 annual impairment test of goodwill as of December 31, 2010. The results of the annual impairment test indicated that the estimated fair value of the U.S. Pawn Operations, U.S. Short-Term Loan Operations, and Mexico Operations reporting units exceeded the carrying value by 252%, 368% and 538%, respectively. Based on the results of this test, no impairment of goodwill was observed.

In addition to the above updated disclosure being included within the critical accounting policies section of Management’s Discussion and Analysis of Financial Condition and Results of Operations, we will include the following disclosure beginning with the Form 10-K for the year ended December 31, 2010 in the footnote for Goodwill:

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in each business combination. In accordance with ASC 350-20-35, Goodwill – Subsequent Measurement (“ASC 350-20-35”), the Company tests goodwill for potential impairment annually as of December 31, and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

The impairment test is a two-step assessment. The first step of the test, used to identify potential impairment, compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired, and the second step of the test is not necessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the test is performed to measure the amount of impairment loss, if any. As defined in ASC 350-20-35, the Company has identified three reporting units, or components, for the purpose of measuring the recoverability of goodwill: U.S. Pawn Operations, U.S. Short-Term Loan Operations, and Mexico Operations.

The accumulated amortization for goodwill was $8,421,000 at December 31, 2010 and 2009. Changes in the carrying value of goodwill, by reporting unit, were as follows (in thousands):

December 31, 2010

U.S. Pawn

Operations

U.S. Short-

Term Loan

Operations

 Mexico Pawn

and Short-

Term Loan

Operations

Total

 Balance, beginning of year

 $

 30,869

 $

 16,373

 $

 22,489

 $

 69,731

 Acquisitions (Note 4)

 5,382

 -

 -

 5,382

 Foreign currency adjustments

 -

 -

 1,242

 1,242

 Balance, end of year

 $

 36,251

 $

 16,373

 $

 23,731

 $

 76,355

December 31, 2009

 Balance, beginning of year

 $

 30,435

 $

 22,802

 $

 21,954

 $

 75,191

 Purchase price adjustments

 -

 -

 (644)

 (644)

 Acquisitions (Note 4)

 434

 -

 -

 434

 Sales of payday loan stores (Note 5)

 -

 (6,429)

 -

 (6,429)

 Foreign currency adjustments

 -

 -

 1,179

 1,179

 Balance, end of year

 $

 30,869

 $

 16,373

 $

 22,489

 $

 69,731

Concluding Company Response:

We acknowledge that we are responsible for the accuracy and adequacy of the disclosures in the filing. We further acknowledge that the Commission’s staff comments or changes to disclosures in response to their comments do not foreclose the Commission from taking any action with respect to the filing. We know that we may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have questions concerning the above, or if you require additional information, please do not hesitate to contact me at (817) 505-3142.

Sincerely,

/s/ R. Douglas Orr

R. Douglas Orr

Executive Vice President and Chief Financial Officer

(Principal Financial & Accounting Officer)

cc: Milwood Hobbs, SEC Staff Accountant

CORRESP
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FCFS FORM CORRESP 12302010

First Cash Financial Services, Inc.

Direct: 817-505-3142

dougo@firstcash.com

December 30, 2010

VIA EDGAR

Mr. Andrew Mew

Accounting Branch Chief

United States Securities and Exchange Commission

Securities and Exchange Commission

Washington, DC 20549

Re:

First Cash Financial Services, Inc. (the "Company")

Form 10-K for Fiscal Year Ended December 31, 2009

Filed March 15, 2010

File No. 000-19133

Dear Mr. Mew:

The Company is in receipt of your comment letter dated December 22, 2010. You requested that the Company provide its response within ten business days of the date of your letter. We are writing at this time to request an extension of time to reply to January 21, 2011 in order to accommodate the year-end schedules of key Company personnel and Board members.

If you have questions concerning the above, or if you require additional information, please do not hesitate to contact me at (817) 505-3142.

Sincerely,

/s/ R. Douglas Orr

R. Douglas Orr

Principal Financial and Accounting Officer

December 22, 2010
  Rick L. Wessel Chief Executive Officer First Cash Financial Services, Inc.  690 East Lamar Blvd., Suite 400 Arlington, Texas 76011
Re: First Cash Financial Services, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2009
Filed March 15, 2010 File No. 000-19133

Dear Mr. Wessel:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
          Form 10-K for Fiscal Year Ended December 31, 2009

 Item 8. Financial Statements and Supplementary Data

 Notes to Consolidated Financial Statements

 Note 13 – Goodwill and Other Intangible Assets

 1. We note your footnote disclosures regardi ng the company’s goodwill balance for each
period reported.  Please tell us your consider ation for providing a discussion of your
goodwill valuation process within the cri tical accounting policies section of
Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
given the material nature of your goodwill bala nce.  Please note that these disclosures
should provide investors with sufficient information as well as management’s insights
and assumptions with regard to the recoverabi lity of goodwill.  In this regard, we have

Mr. Rick L. Wessel  First Cash Financial Services, Inc.  December 21, 2010  Page 2

identified areas where we believe additional discussion would enhance your disclosures.
Specifically, we believe you s hould provide the following info rmation pursuant to Item
303(a)(3)(ii) of Regulation S-K and Financia l Reporting Release No. 60 and Section V of
SEC Release No. 33-8350:
• Please tell us the reporting units, as de fined in ASC 350-20, used in your analysis;
indicate how the reporting units are inde ntified; provide th e amount of goodwill
allocated to each reporting unit and explai n how you estimate the fair value of each
reporting unit;
• Please provide the carrying value and fair valu e for each reporting unit as of the date
of your most recent step-one test.  Alternat ively, disclose the percentage by which the
fair values exceed the carrying values for each unit;
• For those reporting units in which the fair values do not exceed their carrying values
by significant amounts, please describe th e potential events and/or changes in
circumstances that could r easonably be expected to ne gatively affect the key
assumptions used in determining fair value.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:

• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Milwood Hobbs, Staff Accountant, at (202) 551-3241, or Jason
Niethamer, Assistant Chief Accountant, at (202) 551-3855 if you have questions regarding
comments on the financial statements and relate d matters.  Please contact me at (202) 551-3720
with any other questions.
Sincerely,

Andrew Mew  Accounting Branch Chief

Mail Stop 3561          October 8, 2009   R. Douglas Orr,  Executive Vice President and Chief Financial Officer First Cash Financial Services, Inc.  690 East Lamar Blvd., Suite 400 Arlington, Texas 76011
 Re:  First Cash Financial Services, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2008
  Filed March 16, 2009
  File No. 000-19133
Dear Mr. Orr:

We have completed our review of your Form 10-K and related filings and have no
further comments at this time.
Sincerely,

H. Christopher Owings  Assistant Director

CORRESP
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FCFS FORM CORRESP 10022009

First Cash Financial Services, Inc.

Direct: 817-505-3142

dougo@firstcash.com

October 2, 2009

VIA EDGAR

Mr. H. Christopher Owings

Assistant Director

United States Securities and Exchange Commission

Washington, DC 20549

Re:

First Cash Financial Services, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2008

Filed March 16, 2009

Definitive Proxy Statement on Schedule 14A

Filed April 30, 2009

Forms 10-Q for the Fiscal Quarters Ended March 31, 2009 and June 30, 2009

Filed May 8, 2009 and August 4, 2009, Respectively

File No. 000-19133

Dear Mr. Owings:

We are in receipt of the comments of the Staff (the "Staff") of the Division of Corporation Finance of the Securities and Exchange Commission (the "Commission") set forth in the Staff's letter dated September 23, 2009 to R. Douglas Orr, Executive Vice President and Chief Financial Officer of First Cash Financial Services, Inc. (the "Company"), which contains further comments to the responses to your original comments from the Staff's letter dated August 18, 2009, regarding the Company's (i) Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed on March 16, 2009 (the "Form 10-K"), (ii) Definitive Proxy Statement on Schedule 14A, filed April 30, 2009 ("Proxy") and (iii) Forms 10-Q for the Fiscal Quarters Ended March 31, 2009 and June 30, 2009, filed May 8, 2009 and August 4, 2009 (respectively, the "March 10-Q" and the "June 10-Q").

The Staff's new comments are set forth below in italics, followed by our responses to the comments.

Form 10-K for the Fiscal Year Ended December 31, 2008

Item 1. Business, page 4

Short-Term Loan and Credit Services Activities, page 7

1.     We note your responses to comments one and two from our letter dated August 18, 2009.  In future filings please provide a cross-reference to the location where more detailed information regarding your credit loss provision is located in your filing.  Please confirm your understanding in this regard.

Company's Response:

We confirm that in future filings we will provide cross-references in Section 1 to the relevant sections of the report where detailed information regarding our credit loss provision is disclosed.

Definitive Proxy Statement on Schedule 14A

Executive Compensation, page 12

Compensation Discussion and Analysis, page 12

Base Salary, page 12

2.     We note your response to comment 12 from our letter dated August 18, 2009.  Please confirm that you will also include in future filings the specific elements of individual performance that your Compensation Committee has historically considered when making their assessment of each executive's performance during the past year for purposes of setting compensation.

Company's Response:

We confirm that we will include in future filings the specific elements of individual performance that our Compensation Committee has considered when making their assessment of each executive's performance during the past year for the purposes of setting compensation.

Executive Incentive Performance Plan, page 13

3.     We note your responses to comment 14 from our letter dated August 18, 2009.  Please discuss what factors the Company's Compensation Committee considered and their reasoning for deciding to allow only the chief executive officer to participate in the Executive Incentive Performance Plan in 2008.

Company's Response:

The Company's Compensation Committee has historically limited participation in the Executive Incentive Performance Plan (the "Plan") to executives that are deemed to have the most direct, overall responsibility for directing the strategy and operations of the Company.  Historically, as well as in 2008, only two executive officer positions were deemed to meet this threshold - the chief executive officer and chief operating officer.  At the time the Plan was drafted and approved by the Compensation Committee at the beginning of 2008, Mr. Wessel served in the dual capacity of chief executive officer and chief operating officer, and accordingly, was the only designated participant in the Plan for 2008.  We will provide this information regarding the factors and reasoning used by the Compensation Committee in determining the designated participants in the Executive Incentive Performance Plan in future filings.

4.     We note your responses to comment 15 from our letter dated August 18, 2009.  Please discuss what factors the Company's Compensation Committee considered and their reasoning for deciding to forgo payment under the Executive Incentive Performance Plan to the chief executive officer even though the pre-set performance criteria were met.

Company's Response:

The Compensation Committee determined that the materiality of the loss from the discontinued operations of Auto Master, in relation to the Company's overall operating results, was of a magnitude that no bonus should be awarded, notwithstanding the attainment of the pre-set performance criteria, which were based on results from continuing operations.  We will disclose in future filings the factors and reasoning behind decisions of the Compensation Committee to not award bonuses under the Incentive Plan notwithstanding the attainment of preset performance criteria should they occur in future periods.

Long-Term Incentive Compensation, page 13

5.     We note your response to comment 17 from our letter dated August 18, 2009.  Please confirm that you will supplement your future disclosure, if appropriate, with disclosure similar to your response to comment 17.

Company's Response:

We confirm that we will supplement our future disclosure with disclosure similar to our response to comment 17 of the Staff's original comment letter dated August 18, 2009.

Summary Compensation Table, page 14

6.     We note your response to comment 18 from our letter dated August 18, 2009.  Please advise if you include the costs associated with "deadhead" flights when calculating your total variable cost.

Company's Response:

The costs associated with "deadhead" flights were included in the Company's calculation of total variable costs.  Variable costs allocated to such "deadhead" flights were approximately $15,000 in 2008.  No "deadhead" flights were directly associated with personal usage flights of the aircraft.

To clarify that the Company does include costs associated with "deadhead" flights, we will revise our future disclosure.  The revised disclosure, marked to show changes from the Company's most recent proxy statement, is set forth below:

(2)   The Company provides the named executive officers with certain group life, health, medical, and other noncash benefits generally available to all salaried employees that are not included in this column pursuant to SEC rules. The amounts shown in this column do include (i) matching contributions by the Company under the First Cash 401(k) Profit Sharing Plan; (ii) automobile allowances to certain executive officers; (iii) reimbursement for club dues, (iv) reimbursement of health insurance and long-term disability premiums for Messrs. Phillip Powell and Rick Wessel, and (v) personal use of the Company's aircraft by Messrs. Phillip Powell and Rick Wessel (The incremental cost of the personal use of the corporate aircraft was determined on a per flight and/or hours used basis based on variable costs associated with personal flight activity. The variable costs used in the calculation included fuel, crew compensation and travel, certain maintenance and repair expenses, related unoccupied positioning, or "deadhead," flights, landing/parking and supplies). As permitted by SEC rules, no amounts are shown in this table for perquisites and personal benefits for any individual officers for whom such amounts do not exceed $10,000 in the aggregate.

Concluding Company Response:

We acknowledge that we are responsible for the accuracy and adequacy of the disclosures in the filing.  We further acknowledge that the Commission's staff comments or changes to disclosures in response to their comments do not foreclose the Commission from taking any action with respect to the filing.  We know that we may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have questions concerning the above, or if you require additional information, please do not hesitate to contact me at (817) 505-3142.

Sincerely,

/s/ R. Douglas Orr

R. Douglas Orr

Principal Financial & Accounting Officer

cc: Robert W. Errett, SEC Staff Attorney

Mail Stop 3561          September 23, 2009   R. Douglas Orr,  Executive Vice President and Chief Financial Officer First Cash Financial Services, Inc.  690 East Lamar Blvd., Suite 400 Arlington, Texas 76011
 Re:  First Cash Financial Services, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2008
  Filed March 16, 2009
  Definitive Proxy Statement on Schedule 14A
Filed April 30, 2009  Forms 10-Q for the Fiscal Quarters Ended March 31, 2009 and  June 30, 2009   Filed May 8, 2009, August 4, 2009
  File No. 000-19133
Dear Mr. Orr:

We have reviewed your response letter dated September 14, 2009 and have the
following comments.  Please provide a written response to our comments.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.  Form 10-K for the Fiscal Year Ended December 31, 2008

 Item 1. Business, page 4

 Short-Term Loan and Credit Services Activities, page 7

 1. We note your responses to comments one and two from our letter dated August 18, 2009. In future filings please provide a cross-reference to the location where more detailed information regarding your credit loss provision is located in your filing.  Please confirm your understanding in this regard.

R. Douglas Orr
First Cash Financial Services, Inc.
September 23, 2009 Page 2  Definitive Proxy Statement on Schedule 14A

 Executive Compensation, page 12

 Compensation Discussion and Analysis, page 12

 Base Salary, page 12

 2. We note your response to comment 12 from our letter dated August 18, 2009.  Please confirm that you will also include in future filings the specific elements of individual
performance that your Compensation Committee has historically considered when making their assessment of each executive’s performance during the past year for purposes of setting compensation.
 Executive Incentive Performance Plan, page 13

 3. We note your response to comment 14 from our letter dated August 18, 2009.  Please discuss what factors the Company’s Compensation Committee considered and their reasoning for deciding to allow only the chief executive officer to participate in the Executive Incentive Performance Plan in 2008.
 4. We note your response to comment 15 from our letter dated August 18, 2009.  Please discuss the factors the Company’s Compensation Committee considered and their reasoning for deciding to forgo payment under the Executive Incentive Performance Plan to the chief executive officer even though the pre-set performance criteria were met.
 Long-Term Incentive Compensation, page 13

 5. We note your response to comment 17 from our letter dated August 18, 2009.  Please confirm that you will supplement your future disclosure, if appropriate, with disclosure similar to your response to comment 17.
 Summary Compensation Table, page 14

 6. We note your response to comment 18 from our letter dated August 18, 2009.  Please advise if you include the costs associated with “deadhead” flights when calculating your total variable cost.

R. Douglas Orr
First Cash Financial Services, Inc.  September 23, 2009 Page 3
Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your response to our comment and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comment.
 Please contact Robert Errett, Staff Attorney, at 202-551-3225, or me at Mara
Ransom, Legal Branch Chief, at 202-551-3764 with any questions.
Sincerely,

H. Christopher Owings  Assistant Director

CORRESP
1
filename1.htm

FCFS FORM CORRESP 09142009

First Cash Financial Services, Inc.

Direct: 817-505-3142

dougo@firstcash.com

September 14, 2009

VIA EDGAR

Mr. H. Christopher Owings

Assistant Director

United States Securities and Exchange Commission

Washington, DC 20549

Re:

First Cash Financial Services, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2008

Filed March 16, 2009

Definitive Proxy Statement on Schedule 14A

Filed April 30, 2009

Forms 10-Q for the Fiscal Quarters Ended March 31, 2009 and June 30, 2009

Filed May 8, 2009 and August 4, 2009, Respectively

File No. 000-19133

Dear Mr. Owings:

We are in receipt of the comments of the Staff (the "Staff") of the Division of Corporation Finance of the Securities and Exchange Commission (the "Commission") set forth in the Staff's letter dated August 18, 2009 to R. Douglas Orr, Executive Vice President and Chief Financial Officer of First Cash Financial Services, Inc. (the "Company"), regarding the Company's (i) Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed on March 16, 2009 (the "Form 10-K"), (ii) Definitive Proxy Statement on Schedule 14A, filed April 30, 2009 ("Proxy") and (iii) Forms 10-Q for the Fiscal Quarters Ended March 31, 2009 and June 30, 2009, filed May 8, 2009 and August 4, 2009 (respectively, the "March 10-Q" and the "June 10-Q").

The Staff's comments are set forth below in italics, followed by our responses to the comments.

Form 10-K for the Fiscal Year Ended December 31, 2008

Item 1. Business, page 4

Short-Term Loan and Credit Services Activities, page 7

1.     Given that you state that the profitability of the Company's short-term operations is dependent upon adequate collection of these returned items, please quantify, by way of percentage or other means, the "significant number" of customer checks that are returned for insufficient funds and the "large percentage" that you subsequently collect from your customers.

Company's Response:

The Company provides an explanation of the accounting for its short-term loan and credit services loss provision in the Critical Accounting Policies in Item 7 of the Form 10-K and discloses its net credit loss provision from combined short-term loan and credit services operations on the face of the income statement.  In addition, the net credit loss provision as a percentage of revenues is provided in Item 7 of the Form 10-K in the table of selected operating metrics, and fluctuations of these results are further discussed in the subsequent narrative.  You have asked that the Company report the number or percentage of returned items and subsequent redeposits/collections of such.  While the Company tracks returned items and re-deposits/collections at a transactional level, the gross amounts and/or percentage of such amounts are not directly relevant to the net credit loss provision, as a single returned item may be re-deposited (either physically or via ACH) and returned for insufficient funds multiple times before it is collected or deemed uncollectible.  For example, during the first half of 2009 (six months ending June 30, 2009), total posted returned items related to U.S. short-term loans were $2.3 million, while offsettting redeposits/collections were $1.7 million.  As a percentage of U.S. short-term loan revenues, the gross returned check amount was 39%, while redeposits/collections represented a gross offset of 28%.  However, after netting the effect of the multiple redeposits and returns of the same checks, the net credit loss on the short-term loan product was only 11% of revenues.  Accordingly, we believe that reporting these multiple returns and re-deposits as a percentage of a singular, static revenue amount for each loan does not provide meaningful information to investors.  As a result, the Company believes the credit loss information as currently provided is sufficient and the most relevant disclosure of our credit loss provision.

2.     With respect to your CSO program, please quantify by way of percentage or other means the "significant number" of customer checks deposited into the independent lender's account due to insufficient funds in the customers' accounts and the amount you subsequently collect.

Company's Response:

As stated in the previous response, the Company provides an explanation of the accounting for its short-term loan and credit services loss provision in the Critical Accounting Policies section in Item 7 of the Form 10-K and discloses its net credit loss provision from combined short-term loan and credit services operations on the face of the income statement, and the net credit loss provision as a percentage of revenues is provided in Item 7 of the Form 10-K in the table of selected operating metrics, and fluctuations of these results are further discussed in the subsequent narrative.  The Company believes, as set forth in our previous response, credit loss information as currently provided is sufficient and the most relevant disclosure of our credit loss provision.

Item 2. Properties, page 21

3.     We note that the leases on your pawn and short-term loan operations expire anywhere from 2009 through 2019.  Please state the approximate number of leases that are set to terminate over the next fiscal year and provide your general belief as to the likelihood that you will be able to renew these leases.  We note your statement of belief that termination of any particular lease would not have a material adverse effect on the Company's operations; please advise if you believe that the failure to renew the leases set to expire in the next year will have a material impact on your operations.

Company's Response:

As of January 1, 2009, approximately 63 store leases were due to expire during fiscal year 2009.  Of these 63 leases due to expire, approximately 58 leases included a provision allowing the Company, at its option, to automatically renew and extend the lease for terms ranging from 3 to 5 years under terms and conditions similar to the expiring lease. As of the date of this letter, management believes that the leases at all 63 stores will have been automatically renewed and extended or replaced with new leases by year-end.  In summary, as stated in the Form 10-K, we believe that the termination of any particular lease would not have a material adverse effect on its operations, and for the reasons outlined above, we do not believe that a significant number of individual leases will fail to be successfully renewed or replaced.  Accordingly, we believe that our existing disclosures are adequate, although we will add commentary in future filings, if we believe that a significant number of leases expiring in the next fiscal year will not be renewed or extended and that failure to renew/extend such leases will have a potentially material adverse impact on Company operations.

Item 7. Management's Discussion and Analysis of Financial Condition and Results, page 25

General

4.     Please expand your discussion to discuss known material trends, demands, commitments, events, or uncertainties that will have, or are reasonably likely to have, a material impact on your financial condition, operating performance, revenues, or income, or result in your liquidity decreasing or increasing in any material way. In doing so, provide additional information about the quality and variability of your earnings and cash flows so that investors can ascertain the likelihood of the extent past performance is indicative of future performance.  In addition, please discuss in reasonable detail:

economic or industry-wide factors relevant to your company, and

material opportunities, challenges and risks in short and long term and the actions you are

taking to address them.

For example, we note that you discontinued your short-term loan operations in Washington D.C. due to legislation that capped the interest rate that you could charge for these loans.  Please identify, to the extent you know, any other jurisdictions in which you operate that maybe close to passing similar legislation, which if enacted, may result in you ceasing your short-term loan operations in that jurisdiction.  Please discuss how the cessation of such operations would affect your overall operations and liquidity.  Also, in light of the current economic turmoil in the U.S. and Mexico, to the extent material, you should discuss the affect that the current economic turmoil may have on your ability to recoup amounts due on loans that are in default.  Please see Item 303 of Regulation S-K and SEC Release No. 33-8350.

Company's Response:

We believe that we have identified and discussed the key, material economic factors and regulatory trends potentially affecting the Company's revenues, cash flow, profitability and liquidity throughout the various sections of the Form 10-K filing.  We note that Item 7 of our Form 10-K and Item 2 of Forms 10-Q provide charts and commentary regarding fluctuations, in both dollar amounts and percentages, of detailed revenues and customer receivable balances by both product line and geographic region.  In addition, in Form 10-K in Item 1A Risk Factors, the Company provides detailed discussion of the challenges and risks associated with specific economic and industry-wide factors such as regulatory trends, competition, sustained deterioration of economic conditions, gold market fluctuations and exchange rate fluctuations.  Further discussion and quantification of interest rate, foreign currency and gold price risks is provided in Item 7A of the Form 10-K.  Opportunities for the Company's growth and expansion are specifically identified in Item 1 of the Form 10-K where industry trends and the business strategy in both the U.S. and Mexico are discussed.

In regard to specific questions about the effect of regulatory changes affecting the short-term loan and credit services products, the Company notes that the potential impact of governmental regulatory risks are discussed and quantified in significant detail in Item 1 of the Form 10-K.  For example, when discussing potential negative legislative proposals in Texas under the subsection titled "U.S. State and Local Regulations" of the Form 10-K, we stated that enactment of such legislation "would have a material adverse impact on the revenue and profitability of the Company, as the Company derived approximately $43.6 million in revenue, which is 13% of total revenue, from its credit services product in Texas."  The regulatory discussion was further updated in our June 10-Q, where the Company noted in the subsection titled "Regulatory Developments" under Item 2, "Subsequent to the filing of the Form 10-K, legislation affecting the short-term/payday loan products in the states of Washington and South Carolina has been enacted.  When this legislation becomes effective in late 2009 and/or 2010, it is likely to further restrict consumer access to short-term/payday loan products, which would have a negative impact on the Company's short-term loan revenue in these markets.  For the trailing twelve months ended June 30, 2009, the Company realized pre-tax store-level net income related to short-term/payday loan products in these states of approximately $340,000, which the Company does not consider to be significant."

With regard to the specific question regarding the Company's ability to recoup amounts due on loans in default, we believe that this risk has been and remains limited.  The Company's pawn loans receivable, which represented 88% of total customer loans receivable on the balance sheet at December 31, 2008, are fully collaterized by the borrowers' personal property, which we hold in our pawn stores.  Non-performing pawn loans are satisfied within approximately 14 to 30 days past the due date through the forfeiture of the pawn collateral, which is transferred into inventory at a cost equal to the loan amount being satisfied.  As the typical loan amount on a pawn is only 40% to 60% of the estimated selling price of the collateral, we believe that we have limited risk of loss from non-performing loans, which is substantiated by the fact that sales margins on the sale of forfeited collateral consistently exceed 40%.  The credit risk associated with the $5.9 million of short-term loans on the balance sheet and the $12.9 million of CSO loans held by third parties is limited as well.  These loans have extremely short durations, with terms that typically range from 7 to 30 days in length.  As described in our Critical Accounting Policies under Item 7 of the Form 10-K, past due short-term loans are considered to be immediately in default and are written off, leaving only active loans in the reported balance.  Historically, the percentage of these loans that are ultimately non-performing is approximately 4% to 5%.  At December 31, 2008, we carried reserves and accruals, as reported in the MD&A section of the Form 10-K, which were consistent with these historical exposures.  We further note that as reported in the 2009 filings on Form 10-Q, that the credit loss experienced on the loans and credit services products actually improved in the first half of 2009, as compared to 2008.  In summary, while the Staff raises a logical question about the potential for loans being in default, the reality for the Company and the industry in general, has been that credit loss exposures for pawn, short-term loan and credit services products remain limited and relatively unaffected by recent economic trends.

We further add that since the date of our Form 10-K filing, and as reported in subsequent Form 10-Q filings, the Company has not experienced a material negative impact on revenue or profitability from the current global economic turmoil.  In short, the Company's business model appears to be generally less impacted by such macro-economic factors.  To the extent we begin to see a material negative impact on our operations as a result of the current global economic turmoil in particular, or our ability to recoup amounts due on loans that are in default secondarily, we will expand our disclosures accordingly in future filings.

In light of the Staff's comment, the Company will add in future filings specific references to the topics/risks outlined above, either as expanded discussions or through direct references to other relevant sections of the Form 10-K.

Liquidity and Capital Resources, page 38

5.     We note that you intend to continue expansion primarily through new store openings.  We further note your indication that "the majority of capital expenditures, working capital requirements and start-up losses related to this expansion are expected to be funded through operating cash flows and the credit facilities."  Please revise to quantify how much you will need in order to proceed with your expansion plans this fiscal year and how much you spent last fiscal year.  Also, as you indicate that ''the majority" of such costs will come from the 2 sources you mention, please disclose the source(s) of any remaining costs. Refer to Item 303(a)(2) of Regulation S-K.

Company's Response:

The Company recorded capital expenditures of approximately $10 million related to new store openings in fiscal year 2008, and it expects to spend approximately $13 to $15 million on new store openings in fiscal year 2009.  At the same time, the Company's cash flows and liquidity to fund this expansion included net cash flows from operating activities of $57.5 million for the fiscal year ended December 31, 2008 and $67.2 million for the trailing twelve months ended June 30, 2009.  In addition, the Company had $21.5 million available under its existing credit facilities at December 31, 2008 and $46.5 million available at June 30, 2009.  As the Company had more than sufficient cash flows and liquidity available from either of these two sources to fund new store openings, management believes, and believed at the time of the fil

Mail Stop 3561          August 18, 2009   R. Douglas Orr,
Executive Vice President and Chief Financial Officer
First Cash Financial Services, Inc.  690 East Lamar Blvd., Suite 400 Arlington, Texas 76011
 Re:  First Cash Financial Services, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2008
  Filed March 16, 2009
  Definitive Proxy Statement on Schedule 14A
Filed April 30, 2009
Forms 10-Q for the Fiscal Quarters Ended March 31, 2009 and June 30, 2009
Filed May 8, 2009, August 4, 2009
  File No. 000-19133
Dear Mr. Orr:

We have reviewed your filings and have the following comments.  You should comply
with the comments in all future filings, as appl icable.  Please confirm in writing that you will do
so and also explain to us in sufficient detail for an understa nding of the disclosure how you
intend to comply by providing us with your prop osed revisions.  If you disagree, we will
consider your explanation as to why our comments are inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry in your explanation.  After re viewing this information, we may
raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filings.  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.

R. Douglas Orr
First Cash Financial Services, Inc.  August 17, 2009  Page 2   Form 10-K for the Fiscal Year Ended December 31, 2008

 Item 1. Business, page 4

 Short-Term Loan and Credit Services Activities, page 7

 1. Given that you state that the profitability of the Company’s short-term operations is dependent upon adequate collection of these re turned items, please  quantify, by way of
percentage or other means, the “significant number” of customer checks that are returned for insufficient funds and the “large percentag e” that you subsequently  collect from your
customers.
 2. With respect to your CSO program, please quanti fy by way of percentage or other means the
“significant number” of custom er checks deposited into the i ndependent lender's account due
to insufficient funds in the customers' accounts and the amount you subsequently collect.
 Item 2. Properties, page 21

 3. We note that the leases on your pawn and shor t-term
  loan operations expire anywhere from
2009 through 2019  Please state the approximate nu mber of leases that are set to terminate
over the next fiscal year and provide your gene ral belief as to the likelihood that you will be
able to renew these leases.  We note your st atement of belief that termination of any
particular lease would not have a material  adverse effect on the Company’s operations;
please advise if you believe that the failure to re new the leases set to expire in the next year
will have a material impact  on your operations.
 Item 7. Management's Discussion and Analysis  of Financial Condition and Results…, page 25

General

4. Please expand your discussion to discuss known material trends, demands, commitments,
events, or uncertainties that will have, or are reasonably likely to have, a material impact on
your financial condition, operating performance,  revenues, or income, or result in your
liquidity decreasing or increasing in any material way.  In  doing so, provide additional
information about the quality and variability of your earnings and cash flows so that investors
can ascertain the likelihood of the extent past performance is indicative of future performance.  In addition, please discuss in reasonable detail:
• economic or industry-wide factors relevant to your company, and
• material opportunities, challeng es and risks in short and l ong term and the actions you are
taking to address them.

For example, we note that you discontinued you r short-term loan operations in Washington

R. Douglas Orr
First Cash Financial Services, Inc.  August 17, 2009  Page 3
D.C. due to legislation that capped the interest  rate that you could charge for these loans.
Please identify, to the extent you know, any othe r jurisdictions in which you operate that
maybe close to passing similar legislation, wh ich if enacted, may result in you ceasing your
short-term loan operations in that jurisdiction.  Please discu ss how the cessation of such
operations would affect your overa ll operations and liquidity.  Also, in light of the current
economic turmoil in the U.S. and Mexico, to the extent material, you should discuss the
affect that the current econo mic turmoil may have on your ability to recoup amounts due on
loans that are in default.  Please see Item  303 of Regulation S-K and SEC Release No. 33-
8350.
Liquidity and Capital Resources, page 38

 5. We note that you intend to continue expansi on primarily through ne w store openings.  We
further note your indication that “the major ity of capital expenditures, working capital
requirements and start-up losses related to this  expansion are expected to be funded through
operating cash flows and the credit facilities.”  Please revise to quantify how much you will
need in order to proceed with your expansion plans this fiscal year and how much you spent
last fiscal year.  Also, as you i ndicate that “the majority” of such costs will come from the 2
sources you mention, please disclose the source(s ) of any remaining costs.  Refer to Item
303(a)(2) of Regulation S-K.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk, page 44

 6. We note that your operations face market risk fr om the potential change in interest rates,
foreign exchange rates, and gold prices.  Pl ease discuss how you mana ge, if at all, your
exposures to these risks.  Please refer to Item 305(b) of Regulation S-K.
 Item 9A. Disclosure Controls and Procedures, page 45

 Evaluation of Disclosure Cont rols and Procedures, page 45

 7. In the final sentence of the third paragraph in th is section it states “fin ancial controls” rather
than “disclosure controls.”  In future filings, please state “disclosure controls” rather than
“financial controls” when sta ting your management’s conclusi on regarding the effectiveness
of your disclosure controls and procedures.  Please confirm your understanding in this
regard.

Management's Report on Internal Contro l Over Financial Reporting, page 45

8. We note that your management “believes th at, as of December 31, 2008, the Company's
internal control over financ ial reporting is effective…”  Please confirm that your
management “concluded” that your internal c ontrols over financial reporting were effective
as of December 31, 2008.  In future fili ngs please provide the conclusion of your
management regarding the eff ectiveness of your internal c ontrols over financial reporting,

R. Douglas Orr
First Cash Financial Services, Inc.  August 17, 2009  Page 4
rather than their belief as to the effectiven ess of your internal controls over financial
reporting.  Please confirm your unde rstanding in this regard.
 Exhibits and Financial Statements Schedules, page 48

 Rule 13a-14(a)/15(d)-14(a) Certifications, Exhibit 31.1 and 31.2

                                                                                                                          9. The certification required by Exchange Act Rule 13a-14(a) that you filed as an exhibit to
your Form
 10-K for the fiscal year ended December 31, 2008 and the fiscal quarter ended
March 31, 2009 varies from the exact language of Item 601(b)(31) of Regulation S-K.  For example, you excluded the language in the parent hetical in paragraph 4.  Your certifications
should appear exactly as set forth in current  Item 601(b)(31) of Regulation S-K.  Please
confirm your understanding in th is regard and revise.
 Signatures, page 50

 10. Your Form 10-K is not signed as provided in the Form.  In this regard, it appears that Mr. Orr
signed on behalf of the registrant, but did not sign as your principal financial and accounting
officer.  In this regard, please confirm that Mr. Orr signed your Form 10-K  in his capacity as
your principal financial and accounti ng officer.  Also, in future filings please insure that your
principal executive, financial and accounting officer sign in their capacities as such.  Please
see Form 10-K and General Instru ction D.(2) to Form 10-K.
 Definitive Proxy Statement on Schedule 14A

 Executive Compensation, page 12

 Compensation Discussion and Analysis, page 12

 Base Salary, page 12

11. We note your indication under “Other Items”  that your Com pensation Committee has not
conducted a formal compensation benchmarking study.  However, you also state that you
have set various elements of your compensa tion at competitive levels.  Revise your
disclosure to explain how you have determin ed that such amounts are competitive if you
haven’t engaged in benchmarking.  For example, you state here that base  salary levels “are
set generally to be competitive in relation to the salary levels of executive officers in other
companies within the specialty consumer finan ce industry or other comp anies of comparable
size…”  See Item 402(b)(2)(xiv) of Regulat ion S-K and Question 118.05 of our Regulation
S-K Compliance and Disclosure Interp retations located at our web-site, www.sec.gov .
12. We note that your Compensation Committee set th e salary of  your executives based, in part,
on your subjective assessment of the executive’s performance dur ing the prior fiscal year.
Please discuss specific elements of individua l performance that the Compensation Committee

R. Douglas Orr
First Cash Financial Services, Inc.  August 17, 2009  Page 5
considered when making their subjective assess ment of each executive’s performance during
the past fiscal year.  Please see Item 402(b)(2)(vii) of Regulation S-K.
 Short-Term Incentive Compensation, page 12

 Annual Cash Bonuses, page 12

 13. We note your disclosure that the amount paid to each ex ecutive officer under your Annual
Cash Bonus program reflects corporate pe rformance and the i ndividual executive’s
performance.  We also note that you target bonus payments to range from 20% to 200% of
the executive’s salary.  To the extent that  the amount of each payment is based upon pre-
defined performance targets, please disclose those targets and discu ss how you calculate the
amount to be paid as well as how you arrive at the range of payments.  To the extent that the
amount of each payment is discretionary, please  discuss in greater de tail the elements of
corporate performance and the individual ex ecutive officer’s performance that the
Compensation Committee considered in setting each 2008 bonus payment.
 Executive Incentive Performance Plan, page 13

 14. Please explain why only your Chief Executive Officer appears to be eligible for compensation under this plan.
 15. We note that your Chief Executive Officer has the potential to receive annual incentive
compensation based upon the achievement of certain performance goals set by the Compensation Committee.  We also note that the Chief Executive Officer did not receive a payment under this plan for the year ended December 31, 2008.  Please expand your
disclosure to discuss in mo re detail your Executive Ince ntive Performance Plan.  In
particular, please discuss the performance goa ls that your Chief Executive officer had to
achieve in 2008 to receive payment under the pl an, including a quantitative discussion of any
specific targets and why the Chief Executive Offi cer did not receive a payment for the year
ended December 31, 2008.  Also, please disclose the targets or, to the extent you believe
disclosure of the targets are not required becau se it would result in co mpetitive harm, provide
us on a supplemental basis a detailed explan ation under Instruction 4 to Item 402(b) of
Regulation S-K for this conclusi on.  If disclosure of the perf ormance-related factor would
cause competitive harm, please discuss how difficu lt it will be for the executive or how likely
it will be for you to achieve the target levels or other factors.  Pl ease also discuss any
discretion that you can exercise in granting an award under this pl an absent of the attainment
of the stated performance goal.  Please see In struction 4 to Item 402( b) of Regulation S-K
and Question 118.04 of our Regul ation S-K Compliance and Di sclosure Interpretations
located at our web-site, www.sec.gov.
 16. Please revise your Grants of Plan-Based Award s table, as appropriate, to disclose the
potential payout that your Chief Executive Officer  could have received if he satisfied the

R. Douglas Orr
First Cash Financial Services, Inc.  August 17, 2009  Page 6
threshold, target or maximum performance goals of the Executive Incentive Performance
Plan or advise why you are not required to do so .  Please see Item 402(d) of Regulation S-K.

Long-Term Incentive Compensation, page 13

 17. We note that, in general, you did not make a ny equity awards to your named executives in
2008 because of the size and structure of the aw ards that you made in 2005.  Please discuss
what about the structure and size of the awards  you made in 2005 led you to conclude not to
issue any additional equity awards to your key executives in 2008.
 Summary Compensation Table, page 14

 18. Please tell us why you determined it was appropr iate for you to list the compensation paid to
Phillip E. Powell under the All Other Compen sation column of your Summary Compensation
table rather than your salary column.

19. Please describe your methodology for computing the aggregate incremental cost of Phillip E.
Powell’s and Rick L. Wessel’s use of the corporat e aircraft.  Please see Instruction 4 to Item
402(c)(2)(ix) of Regulation S-K.

20. We note the change-of-control payments that  are applicable to certain of your named
executive officers.  While the Commission has not mandated tabular disclosure of potential
post-employment payments, we encourage you to pres ent this information in future filings in
a tabular format so that investors may asse ss clearly the amount of  compensation to be
received under the various scenarios that would lead to a named executive officer’s
termination or change in contro l of the company. See section VI  of the Securities Act Release
33-8732A.
 Review, Approval, or Ratification of Tran sactions with Related Persons, page 21

 21. Please revise this section to provide addi tional information rega rding your policies and
procedures relating to the review and approva l of transactions with  related persons, as
required pursuant to Item 404(b) of Regulation S-K.  Specifically, indicate the factors you
consider when assessing whether or not to ap prove a related party transaction and whether
these policies and procedures ar e in writing and if not, how your  policies and procedures are
evidenced.

* * * * *

Please respond to these comments within 10 business days or tell us when you will
provide us with a respo
nse.  If you amend one of  your filings, you may wish to provide us with
marked copies of the amendment to expedite our review.  Please furnish a letter that keys your
responses to our comments and provides any re quested information.  Detailed letters greatly

R. Douglas Orr
First Cash Financial Services, Inc.  August 17, 2009  Page 7  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 these filings to be certain that the filings include all information required under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts

Mail Stop 3561

        July 31, 2007

By Facsimile and U.S. Mail

Mr. Rick L. Wessel
President and Chief Executive Officer
First Cash Financial Services, Inc.
690 East Lamar Boulevard, Suite 400
Arlington, Texas   76011

Re:    First Cash Financial Services, Inc.
          Form 10-K for the Fiscal Year Ended December 31, 2006
          Filed March 16, 2007
          Form 10-Q for the Fiscal Quarter Ended March 31, 2007
          Filed May 10, 2007
          File No.  0-19133

Dear Mr. Wessel:

            We have completed our review of  your Form 10-K and related filings and have no further
comments at this time.

         S i n c e r e l y ,

         M i c h a e l  M o r a n
         Accounting Branch Chief

CORRESP
1
filename1.htm

FCFS SEC Correspondence June 1, 2007 File No. 0-19133

June 1, 2007

Mr. Michael Moran

Accounting Branch Chief

United States Securities and Exchange Commission

Mail Stop 3561

Washington, D.C.  20549

Re:

First Cash Financial Services, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2006

Filed March 16, 2007

Form 10-Q for the Fiscal Quarter Ended March 31, 2007

Filed May 10, 2007

File No. 0-19133

Dear Mr. Moran,

This letter is our response to your comment letter dated May 17, 2007 on the above referenced filings for First Cash Financial Services, Inc.  Our responses to each of your numbered comments or questions are detailed in the appropriate sections below.

Form 10-K for the Fiscal Year Ended December 31, 2006

Item 8. Financial Statements and Supplementary Data

Consolidated Financial Statements

Notes to the Financial Statements

Note 4 - Acquisition

1.     We note your calculations on Exhibit 4 and response
to comment 9 of our letter dated April 24, 2007 regarding the significance of your acquisition of Guaranteed Auto Finance, Inc. and SHAC, Inc., collectively doing business as Auto Master, as reported in Form 8-K filed August 28, 2006 and your compliance with Rule 3-05 of Regulation S-X regarding audited financial statements.  According to Article 2.1 of the stock purchase agreement dated August 25, 2006 filed as an exhibit to Form 8-K, the total purchase price was $48,150,000.  Your calculation of the significance to total investments uses a purchase price of $33,700,000 which excludes the debt assumed of $14,500,000 that was subsequently retired by you after the transaction closed.  When performing tests of significance for total assets, you must include total consideration paid, including amounts relating to liabilities assumed such as the $14,500,000 in this case.  Using the total $48,150,000 purchase price, the revised
percentage for total investment would be 25.9% instead of the 18.1% calculated on Exhibit 4, and exceeds the hurdle percentage of 20%.  Accordingly, the acquisition is considered significant and you are required to provide audited financial statements of Auto Master for the most recent fiscal year of December 31, 2005, along with the latest interim period preceding the acquisition, and the corresponding interim period of the preceding year to comply with Rule 3-05 of Regulation S-X.  Please amend Form 8-K filed on August 28, 2006 to include the required audited financial statements of Guaranteed Auto Finance, Inc. and SHAC, Inc., two affiliated companies you acquired, collectively doing business as Auto Master.  See paragraph 20 of SFAS 141 and also refer to paragraphs B97 through B98 of SFAS 141.

We agree that such disclosure is appropriate and will amend the Form 8-K filed August 28, 2006 to include the required financial statements and pro forma financial information in the form of Exhibit 1. It is our intention to file the 8-K/A no later than July 13, 2007.

Please feel free to call me or our Executive Vice President and Chief Financial Officer, Doug Orr, at 817-460-3947 should you have any questions or need additional information regarding our response.

Sincerely,

/s/ Rick L. Wessel

Rick L. Wessel

President and Chief Executive Officer

EXHIBIT 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

FORM 8-K/A

Current Report

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

August 22, 2006

 (Date of Report - Date of Earliest Event Reported)

First Cash Financial Services, Inc.

 (Exact name of registrant as specified in its charter)

Delaware

 (State or other jurisdiction of incorporation)

0-19133

75-2237318

(Commission File Number)

(IRS Employer Identification No.)

690 East Lamar Blvd., Suite 400, Arlington, Texas 76011

 (Address of principal executive offices, including zip code)

(817) 460-3947

 (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ]

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

The Company filed a Form 8-K on August 28, 2006 to announce an amendment to its existing long-term bank credit facility, the execution of a definitive stock purchase agreement to acquire all of the common stock of Guaranteed Auto Finance, Inc. and SHAC, Inc., which are two privately held corporations d/b/a collectively as "Auto Master" and expected results of operations for 2006 and 2007.

The purpose of this Current Report on Form 8-K/A is to provide the required financial information related to the acquisition of Auto Master.  The Company has not made any other changes to the original filing.  This amendment on Form 8-K/A continues to speak as of the date of the original filing, and the Company has not updated the disclosures contained therein to reflect any events that occurred at a later date.

Forward-Looking Information

This report and the included exhibits may contain forward-looking statements about the business, financial condition and prospects of First Cash Financial Services, Inc. ("First Cash" or the "Company"). Forward looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, can be identified by the use of forward-looking terminology such as "believes," "projects," "expects," "may," "estimates," "should," "plans," "intends," "could," or "anticipates," or the negative thereof, or other variations thereon, or comparable terminology, or by discussions of strategy. Forward-looking statements can also be identified by the fact that these statements do not relate strictly to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties. Forward-looking statements in this report include, without limitation, the Company's expectations of earnings per share, earnings growth, revenues, profit margins, expansion strategies, industry growth, acquisition synergies, store openings, future liquidity, and cash flows. These statements are made to provide the public with management's current assessment of the Company's business. Although the Company believes that the expectations reflected in forward looking statements are reasonable, there can be no assurances that such expectations will prove to be accurate. Security holders are cautioned that such forward-looking statements involve risks and uncertainties. The forward-looking statements contained in this report speak only as of the date of this statement, and the Company expressly disclaims any obligation or undertaking to report any updates or revisions to any such statement to reflect any change in the Company's expectations or any change in events, conditions or circumstances on which any such statement is based. Certain factors may cause results to differ materially from those anticipated by some of the statements made in this report. Such factors are difficult to predict and many are beyond the control of the Company and may include changes in regional, national or international economic conditions, changes in consumer borrowing and repayment behaviors, credit losses, changes or increases in competition, the ability to locate, open and staff new stores, availability or access to sources of inventory, inclement weather, ability to successfully integrate acquisitions, ability to retain key management personnel, the ability to operate as a credit services organization in Texas, new legislative initiatives or governmental regulations, or changes to existing laws and regulations, affecting payday advance businesses, credit services organizations, pawn businesses and Buy-Here/Pay-Here automotive retailers in both the U.S. and Mexico, unforeseen litigation, changes in interest rates, changes in tax rates or policies, changes in gold prices, changes in energy prices, cost of funds, changes in foreign currency exchange rates, future business decisions, and other uncertainties. These and other risks and uncertainties are indicated in the Company's 2005 Annual Report on Form 10-K (see "Item 1A. Risk Factors") and updated in subsequent quarterly reports on Form 10-Q.

Item 1.01 Entry into a Material Definitive Agreement

On August 22, 2006, the Company entered into an agreement to amend its existing long-term bank credit facility. The primary effect of the amendment was to increase the amount available under the line of credit from $25 million to $50 million and to extend the term of the facility until April 2009. The line of credit will continue to bear interest at the prevailing LIBOR rate plus a fixed margin of 1.375%. In addition, certain existing financial covenants were eliminated, and the covenant restricting the amount of share repurchases was modified to allow a maximum of $40 million annually, with a maximum of $75 million from August 2006 through April 2009. The Third Amendment to the Credit Agreement, dated August 22, 2006, is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On August 25, 2006 the Company signed a definitive stock purchase agreement (the "Purchase Agreement") to acquire all of the common stock of Guaranteed Auto Finance, Inc. and SHAC, Inc., which are two privately held corporations d/b/a collectively as "Auto Master." The Purchase Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. The significant terms of the acquisition are reported in Item 2.01.

The press release announcing the Third Amendment to the Credit Agreement and the execution of the Purchase Agreement is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets

On August 25, 2006, the Company completed the purchase of Guaranteed Auto Finance, Inc. and SHAC, Inc., two privately held corporations d/b/a collectively as "Auto Master." The purchase price for all the common stock of the two companies was $33.7 million. The terms of the transaction and the consideration paid were the result of arm's length negotiations between the Company and the sellers. Prior to the completion of the transaction, neither the Company nor any of its affiliates or officers, directors, or their associates had any material relationship with the sellers. The purchase price was funded through a combination of cash, First Cash's credit facility and notes payable to the selling shareholders of Guaranteed Auto Finance, Inc. and SHAC, Inc. The notes payable to the sellers total $10 million in aggregate and bear interest at 7%, with repayment to be completed over the next four years. One of the notes payable, in the principal amount of $1 million, is convertible after one year into 55,555 shares of the Company's common stock, at a conversion price of $18.00 per share.

Auto Master, based in Northwest Arkansas, owns and operates eight Buy-Here/Pay-Here automobile dealerships located in Arkansas, Missouri and Oklahoma, which specialize in the sale of clean, moderately-priced used vehicles. The customers of Auto Master, many of whom are under-banked or otherwise credit-challenged, typically utilize the dealerships' in-house financing programs, which feature affordable down payments and weekly or bi-weekly payment plans.

Vehicle inventory purchases are typically processed through a central reconditioning facility located in Northwest Arkansas, near Bentonville, for necessary repairs and detailing before being delivered to the retail locations. The consolidated purchasing and reconditioning functions, along with centralized inventory and sales management, allow Auto Master to expect retail margins of 50% or better on its vehicle sales. Most of the Company's underwriting, legal collection and other administrative functions are based at the same central facility. The Company expects to retain Auto Master's current management team and the administrative operational support facility located in Tontitown, Arkansas.

The revenues of Auto Master, which are comprised primarily of retail automobile sales and finance charges on the financing of the retail sales, totaled $44 million in its 2005 fiscal year and $34 million for the seven months ended July 31, 2006. Auto Master sold approximately 4,600 automobiles from its retail dealerships in 2005 and approximately 3,400 automobiles for the seven months ended July 31, 2006. The average retail price for Auto Master's vehicles is approximately $9,000. Auto Master targets gross profit margins from the retail sale of vehicles, net of allowances for uncollectible receivables, of approximately 30%.

Notes receivable from customers of Auto Master, net of allowances for uncollectible accounts, totaled approximately $30 million at July 31, 2006, while inventories totaled $3 million at that date. Auto Master expects that the average effective interest income yield on net customer receivables will typically range from 9% to 11%. At July 31, 2006, Auto Master had interest bearing debt of approximately $15 million, which the Company retired on the closing date, utilizing funds available under its own credit facility. Goodwill and other identified intangible assets arising from the acquisition are expected to total approximately $18 million.

Auto Master was founded in 1989 and its growth has been accomplished through de novo Buy-Here/Pay-Here dealership openings. It expects new dealership locations to become profitable within two to four months of their opening date and the dealerships are expected to generate positive monthly cash flow within approximately 24 months of opening.

This description of the Purchase Agreement is qualified in its entirety to the full text of the Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. The press release announcing the transaction is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.02 Results of Operations and Financial Condition

On August 28, 2006, the Company announced that it expects diluted earnings per share for 2006 will be in a range of $0.96 to $0.97, which exceeds its previously released guidance. The Company has initiated diluted earnings per share guidance for 2007 in a projected range of $1.25 to $1.30 per share. The Company also announced that it expects to open a total of 70 to 75 new pawn and short-term advance stores in 2007. In addition, with the acquisition of Auto Master, the Company plans to open 3 to 5 new Buy-Here/Pay-Here dealerships during the remainder of 2006 and 2007.

A copy of the Company's news release containing these announcements is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

The press release announcing the execution of the Purchase Agreement, the Third Amendment to the Credit Agreement and expected results of operations is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(a) Financial statements of businesses acquired:

Independent auditor's report

Financial statements of Auto Master as of and for the year ended Dece

Mail Stop 3561

        May 17, 2007

By Facsimile and U.S. Mail

Mr. Rick L. Wessel
President and Chief Executive Officer
First Cash Financial Services, Inc.
690 East Lamar Boulevard, Suite 400
Arlington, Texas   76011

Re:    First Cash Financial Services, Inc.
          Form 10-K for the Fiscal Year Ended December 31, 2006
          Filed March 16, 2007
          Form 10-Q for the Fiscal Quarter Ended March 31, 2007
          Filed May 10, 2007
          File No.  0-19133

Dear Mr. Wessel:

            We have reviewed your response dated May 7, 2007 to our previous letter and have the
following comment.  Where indicated, we think you should revise your documents in response to this comment.  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 instances, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

Form 10-K for the Fiscal Year Ended December 31, 2006

Item 8.  Financial Statements and Supplementary Data
Consolidated Financial Statements
Notes to the Financial Statements

Note 4 - Acquisition

1. We note your calculations on Exhibit 4 and response to comment 9 of our letter dated April 24, 2007 regarding the significance of your acquisition of Guaranteed Auto Finance, Inc. and SHAC, Inc., collectively doing business as Auto Master, as reported in Form 8-K filed August 28, 2006 and your compliance with Rule 3-05 of Regulation S-X regarding audited financial statements.  According to Article 2.1 of the stock purchase agreement dated August 25, 2006 filed as an exhibit to Form 8-K, the total

Mr. Rick L. Wessel      First Cash Financial Services, Inc.     May 17, 2007 Page 2

 purchase price was $48,150,000.  Your calculation of the significance to total investment uses a purchase price of $33,700,000 which excludes the debt assumed of $14,500,000 that was subsequently retired by you after the transaction closed.  When performing the tests of significance for total assets, you must include total consideration paid, including amounts relating to liabilities assumed such as the $14,500,000 in this case.  Using the total $48, 150,000 purchase price, the revised percentage for total investment would be 25.9% instead of the 18.1% calculated on Exhibit 4, and exceeds the hurdle percentage of 20.0%.  Accordingly, the acquisition is considered significant and you are required to provide audited financial statements of Auto Master for the most recent fiscal year of December 31, 2005, along with the latest interim period preceding the acquisition, and the corresponding interim period of the preceding year to comply with Rule 3-05 of Regulation S-X.  Please amend Form 8-K filed on August 28, 2006 to include the required audited financial statements of Guaranteed Auto Finance, Inc. and SHAC, Inc., two affiliated companies you acquired, collectively doing business as Auto Master.  See paragraph 20 of SFAS 141 and also refer to paragraphs B97 through B98 of SFAS 141.

General

           Please send us your response to our comment within ten business days from the date of this letter.  You should provide a cover letter keying your response to our comment, and provide the requested supplementary information, if any.  Where our comment requests you to revise future filings, we would expect that information to be included in your next filing.  If you believe complying with our comment is not appropriate, please tell us why in your letter. Your supplemental response should be submitted in electronic form on EDGAR as a correspondence file.  Refer to Rule 101 (a) of Regulation S-T.

      You may contact Milwood Hobbs, Staff Accountant, at (202) 551-3241 or me at (202)
551-3841, if you have questions regarding comments on the financial statements and related matters.

         S i n c e r e l y ,

         M i c h a e l  M o r a n
         Accounting Branch Chief

CORRESP
1
filename1.htm

FCFS SEC Correspondence May 7, 2007 File No. 0-19133

May 7, 2007

Mr. Michael Moran

Accounting Branch Chief

United States Securities and Exchange Commission

Mail Stop 3561

Washington, D.C.  20549

Re:  First Cash Financial Services, Inc.

      Form 10-K for the Fiscal Year Ended December 31, 2006

      Filed March 16, 2007

      File No. 0-19133

Dear Mr. Moran,

This letter is a response to your review and comments dated April 24, 2007 on the above referenced filing for First Cash Financial Services, Inc.  Our responses to each of your numbered comments or questions are detailed in the appropriate sections below.

Form 10-K for the Fiscal Year Ended December 31, 2006

General

1.     Where a comment below requests additional disclosures to be included, please show us in your supplemental response what the revised disclosures will look like. These additional disclosures should be included in your future filings.

Examples of additional disclosures or provisions are provided as necessary in the appropriate sections below or referenced as an attached exhibit to this letter.

Item 7a. Quantitative and Qualitative Disclosure About Market Risk

2.     We note that you now have long-term receivables as a result of your acquisition of Auto Master.  Please provide market risk disclosures for these financial instruments.  We note that, as a result of changes in interest rates, the fair value of these instruments could change although such changes would not be reflected in the balance sheet.  See instructions to Item 305(b) of Regulation S-K.

Auto Master has historically held long-term receivables generated through its automobile finance business to maturity, and the Company intends to continue this policy. This policy serves to limit the Company's earnings and cash flow risk associated with holding such long-term receivables. Our current disclosure under Item 7a. lists interest rates as a market risk and quantifies the potential 2006 impact of a 10% increase in interest rates. The disclosure also specifies that we do not issue or hold financial instruments for trading purposes.

While we believe that our current disclosures about market risk are adequate for investors to evaluate the risk of existing or future investments in the Company, we propose adding the following disclosure to future filings.

"The Company generates long-term receivables (up to 32 months) through the operation of its automobile finance activities. The long-term financing contracts include fixed interest rates, which expose the Company to the risk that rising interest rates will cause the fair value of the receivables to decline. Because the Company's practice and intention is to hold non-delinquent long-term receivables to maturity, such declines would not be reflected in the Company's Consolidated Balance Sheets. In the event of rising interest rates, the Company would consider increasing the interest rates charged to customers to the extent allowable by applicable law and competitive conditions."

Item 8. Financial Statements and Supplementary Data

Consolidated Financial Statements

Notes to the Financial Statements

Note 2 - Summary of Significant Accounting Policies

3.     We note that you consolidate a 50% ownership interest in Cash & Go, Ltd.  Please explain why there is no minority interest included in your financial statements with respect to the operation of this entity.

The minority interest has been reflected in our Consolidated Statements of Income under the "Administrative expenses" caption and in the Consolidated Balance Sheets under the "Accrued liabilities" caption. We have evaluated the impact of the minority interest and found it to be immaterial for separate line-item disclosure
 in the Company's consolidated financial statements.
 The Company adopted FASB Interpretation No. 46(R) as of December 31, 2003,
 however Cash & Go, Ltd. had a negative retained earnings balance at December 31, 2005 and 2004,
 therefore, minority interest was zero for both years.
 The pre-tax income statement effect was less than $100,000 in 2006.
 We will continue to monitor the minority interest and will report it as a separate line item on the Consolidated Statements of Income and Consolidated Balance sheets if it becomes material.

4.     Please tell us why you have not disclosed your policies with respect to transactions conducted in foreign currency and consolidation of entities.

Regarding your question about a consolidation of entities policy, we respectfully refer you to the "Principles of consolidation" section of Note 1 to Consolidated Financial Statements, which we believe adequately describes our accounting principles with respect to consolidation.

We have not provided specific disclosure of our policies with respect to transactions conducted in foreign currency as we do not consider them to be significant.  While the Company operated 157 stores in Mexico as of December 31, 2006, many of those stores conduct loan and retail transactions in U.S. dollars, which serves to limit the Company's exposure to exchange rate
 fluctuations. At December 31, 2006, less than 2.5% of the Company's assets were peso
 denominated assets. Since, however, we expect our operations in Mexico to keep growing, we agree that such disclosure is appropriate and will include the following policy in future filings:

"The Company conducts its operations in Mexico through foreign subsidiaries having the U.S. dollar as their functional currency. Local currency transactions of international subsidiaries that have the U.S. dollar as their functional currency
 are re-measured into U.S. dollars using current rates of exchange for monetary assets and liabilities and historical rates of exchange for nonmonetary assets and liabilities. Gains and losses
 from re-measurement of monetary assets and liabilities are included in store operating expenses.

5.     We note that you do not present other comprehensive income. We presume that the functional currency of your Mexican operations is the US dollar. Please confirm that our assumption is correct.

	That assumption is correct.

6.     Please tell us if any of the reclassifications made to the financial statements in 2006 are material.

The only reclassifications of prior year balances occur among certain line items in Note 7 - Accrued Liabilities. The reclassifications, which we do not consider material, were made to more clearly disclose the various components of accrued liabilities.  The largest reclassification involved combining the 2005 layaway deposits balance and $811,000 of the 2005 unearned credit service fees
 balance under a single deferred revenue description in the 2006 table.

Note 4 - Acquisition

7.     Revise your disclosures to provide a more detailed condensed balance sheet of Auto Master. We note that you have aggregated all of the tangible assets acquired in your current presentation.  See SFAS 141, paragraph 51(e) and appendix C of SFAS 141.

We agree that your suggestion will improve our disclosure and propose detailing the $28.7 million fair market value of net tangible assets as follows in future filings (in thousands):

Current assets

$

31,145

Property, plant and equipment

        297

Current liabilities

    <2,719>

Fair market value of net tangible assets

$

  28,723

8.     Please provide pro forma results of operations for both 2006 and 2005. See SFAS 141, paragraphs 54 and 55.

We note that SFAS 141 does not provide specific criteria for assessing the
materiality of an acquisition for purposes of pro forma disclosures.  As
such, we elected to utilize the materiality criteria for the presentation of
pro forma information in accordance with the materiality thresholds provided
in the Securities and Exchange Commission's instructions for Form 8-K (see our response to Item No. 9
herein).  Given the lack of specific guidance in SFAS 141 on the
materiality issue, we are agreeable to your suggestion and will provide Auto
Master pro forma information (as presented in Exhibit 1) in Company's Form
10-Q for the quarter ended March 31, 2007 and future filings.

9.     We note that in your Form 8-K filed August 28, 2006 that you disclosed that audited and pro forma financial statements of Auto Master were not required as the acquisition was not significant.  Show us how you determined that the acquisition was not significant in accordance with Rule 3-05 of Regulation S-X.  We note that the total purchase price including assumed debt as well as the total assets acquired were approximately $48 million.  We note that $48 million is in excess of 20% of your company's assets as of December 31, 2005.

We evaluated the requirement to provide audited and pro forma financial statements for Auto Master in the Form 8-K per the conditions specified in the definition
 of a significant subsidiary in Rule 1-02(w) of Regulation S-X pursuant to the guidelines of Rule 3-05(b) and Article 11 of Regulation S-X. Per the materiality measures illustrated on Exhibit 4, we determined that it was not necessary to file audited and pro forma financial statements related to the acquisition of Auto Master as follows:

We used a purchase price of $33.7 million in our materiality calculations. The purchase amount is
 comprised of $23.7 million in cash and $10 million notes payable issued to the shareholders of Auto Master in exchange for all
 of the capital stock of Auto Master,
 which was less than 20% of the Company's assets as of December 31, 2006.
 This transaction was structured and executed as a stock purchase, as opposed to being an asset purchase.
 Per paragraph 20 of SFAS 141, "A cash payment by an acquiring entity shall be used to measure the cost of an acquired entity. Similarly, the fair values of other assets distributed as consideration, such as marketable securities or properties, and the fair values of liabilities incurred by an acquiring entity shall be used to measure the cost of an acquired entity." Our purchase price was thus calculated by combining the $23.7 million of cash paid with the $10 million in notes payable issued to fund the stock acquisition. We believe that our calculation of the purchase price is further supported by paragraph 35 of SFAS 141
 which states "...an acquiring entity shall allocate the cost of an acquired entity to the assets acquired and liabilities assumed based on their estimated fair values at date of acquisition." Lastly, our purchase price definition is consistent with Illustration 1 of Appendix C to SFAS 141, which illustrates the purchase price allocation for a stock purchase
 transaction involving an acquired company with long-term debt. Please note that the liabilities (including long-term debt) assumed in this example are not considered in the purchase price because they were pre-existing liabilities of the entity acquired and not incurred to fund the acquisition.

Note 7 - Accrued Liabilities

10.     In future filings ensure that you provide the disclosures required by paragraph 14 of FIN 45 with respect to your vehicle warranties.

We will provide such disclosure as requested in future filings as illustrated in Exhibit 2.

Note 11 - Goodwill and Other Intangible Assets

11.     Revise your disclosure to present separately goodwill and intangible assets that are not amortized. See SFAS 142, paragraphs 42, 43, 45 and C2 located in Appendix C to SFAS 142.

We concur with your suggestion and intend to revise our disclosures as illustrated in Exhibit 3 in future filings. Please note that financial statement users, when considering Note 4 - Acquisition, in conjunction with Note 11 - Goodwill and Other Intangible Assets, can determine the components of the changes in goodwill and other intangible assets, as well as the amortization characteristics of each component utilizing the existing disclosures.

Note 14 - Operating Segment Information

12.     Please provide a description of the difference between segment income and consolidated income as well as a reconciliation of the measure of segment profit to consolidated income before taxes. See SFAS 131 paragraphs 31(b) and 32(b).

The income disclosure in Note 14 - Operating Segment Information begins with revenues by operating segment. From those revenues, cost of revenues and store operating expenses are deducted to arrive at net store contribution by segment. The net store contribution figure represents the four-wall operating profits of the Company's stores. At the end of Note 14, we have included a reconciliation of total net store contribution for reportable segments to net income taking into account the following reconciling items: administrative depreciation and amortization, administrative expense, interest expense, interest income and provision for income taxes. The administrative expense figure is comprised of all operating expenses incurred outside of the stores. The Company historically has not allocated administrative expenses down to the store level, and does not expect to do so in the future, as management does not perceive this as a value-added activity. Management monitors store operating results and productivity by reviewing store results at the net store contribution level.

While we believe the current operating segment disclosure complies with the intent of SFAS 131, we propose two changes to our disclosure in future filings to further enhance our operating segment reporting.
 First, we will reconcile net store contribution by segment to Income Before
 Income Taxes instead of Net Income. Second, we will add the following description of the administrative expense reconciling item due to the materiality of that item:

"Administrative expenses are comprised of all
 operating expenses, except for interest, depreciation and amortization, incurred by the Company that are not allocable to specific stores. It is the Company's policy not to allocate such administrative expenses to specific stores or operating segments."

Item 15. Exhibits and Financial Statement Schedules

(a)(3)  Exhibits

Exhibit 32.1

13.     We note that you provide the certifications for your CEO and CFO on the same exhibit. In future filings, please provide separate exhibits for each officer certification.

We will provide separate exhibits for officer certifications as requested in future filings.

In responding to your comments regarding our Form 10-K for the year ended December 31, 2006, the Company acknowledges that:

* the Company is responsible for the adequacy and accuracy of the disclosures in the filing;

* staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to 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.

While we have agreed above to make certain changes and additions to our disclosures in future filings, we believe that our disclosures in Form 10-K for the year ended December 31, 2006 comply in all material respects with the applicable disclosure requirements and do not believe that amending the Form 10-K is necessary or advisable. Please note that none of the disclosure changes contemplated herein would affect reported revenues, earnings, cash flows or financial position.

We believe your review was both thorough and fair,
 and we appreciate your efforts to help us enhance our financial reporting.
 Please feel free to call me or our President and Chief Executive Officer,
 Rick Wessel, at 817-460-3947 should you have any questions or need additional information in regard to our responses.

Sincerely,

/s/ R. Douglas Orr

R. Douglas Orr

Chief Financial Officer

Exhibit 1

	The following pro forma information presents the Company's net sales, net earnings, and diluted earnings per share as if the Auto Master acquisition had occurred
 on January 1, 2006 or 2005 (in

Mail Stop 3561

        April 24, 2007

By Facsimile and U.S. Mail

Mr. Rick L. Wessel
President and Chief Executive Officer
First Cash Financial Services, Inc.
690 East Lamar Boulevard, Suite 400
Arlington, Texas   76011

Re:    First Cash Financial Services, Inc.
          Form 10-K for the Fiscal Year Ended December 31, 2006
          Filed March 16, 2007
          File No.  0-19133

Dear Mr. Wessel:

            We have reviewed your filings and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.  Where indicated, we think you should revise your documents 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 information so we may better understand your disclosure.  After reviewing this information, we may 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 filings.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on a ny other aspect of our review.  Feel free to
call us at the telephone numbers listed at the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2006

General

1. Where a comment below requests additional disclosures to be included, please show us in your supplemental response what the revised disclosures will look like.  These additional disclosures should be included in your future filings.

Item 7a.  Quantitative and Qualitative Disclosure About Market Risk

Mr. Rick L. Wessel      First Cash Financial Services, Inc.     April 24, 2007 Page 2

2. We note that you now have long-term receivables as a result of your acquisition of Auto Master.  Please provide market risk disclosures for these financial instruments.  We note that, as a result of changes in interest rates, the fair value of these instruments could change although such changes would not be reflected in the balance sheet.  See instructions to Item 305(b) of Regulation S-K.

Item 8.  Financial Statements and Supplementary Data

Consolidated Financial Statements

Notes to the Financial Statements

Note 2 – Summary of Significant Accounting Policies

3. We note that you consolidate a 50% ownership interest in Cash & Go, Ltd.  Please explain why there is no minority interest included in your financial statements with respect to the operation of this entity.

4. Please tell us why you have not disclosed your policies with respect to transactions conducted in foreign currency and consolidation of entities.

5. We note that you do not present other comprehensive income.  We presume that the functional currency of your Mexican operations is the US dollar.  Please confirm that our assumption is correct.

6. Please tell us if any of the reclassifications made to the financial statements in 2006 are material.

Note 4 – Acquisition

7. Revise your disclosures to provide a more detailed condensed balance sheet of Auto Master.  We note that you have aggregated all of the tangible assets acquired in your current presentation.  See SFAS 141, para graph 51(e) and appendix C of SFAS 141.

8. Please provide pro forma results of operations for both 2006 and 2005.  See SFAS 141, paragraphs 54 and 55.

9. We note that in your Form 8-K filed August 28, 2006 that you disclosed that audited and pro forma financial statements of Auto Master were not required as the acquisition was not significant.  Show us how you determined that the acquisition was not significant in accordance with Rule 3-05 of Regulation S-X.  We note that the total purchase price including assumed debt as well as the total assets acquired were approximately $48

Mr. Rick L. Wessel      First Cash Financial Services, Inc.     April 24, 2007 Page 3

 million.  We note that $48 million is in excess of 20% of your company’s assets as of December 31, 2005.

Note 7 – Accrued Liabilities

10. In future filings, ensure that you provide the disclosures required by paragraph 14 of FIN 45 with respect to your vehicle warranties.

Note 11 – Goodwill and Other Intangible Assets

11. Revise your disclosure to present separately goodwill and intangible assets that are not amortized.  See SFAS 142, paragraphs 42, 43, 45 and C2 located in Appendix C to SFAS 142.

Note 14 – Operating Segment Information

12. Please provide a description of the difference between segment income and consolidated income as well as a reconciliation of the measure of segment profit to consolidated income before taxes.  See SFAS 131 paragraphs 31(b) and 32(b).

Item 15.  Exhibits and Financial Statement Schedules

(a)(3)  Exhibits

Exhibit 32.1

13. We note that you provide the certifications for your CEO and CFO on the same exhibit.  In future filings, please provide separate exhibits for each officer certification.

General

           We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing 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.

           In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosures in the filing;

• staff comments or changes to disclosure in  response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

Mr. Rick L. Wessel      First Cash Financial Services, Inc.     April 24, 2007 Page 4

• 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 filings or in response to our comments on your filings.

           Please send us your response to our comments within ten business days from the date of this letter.  You should provide a cover letter keying your response to our comments, and provide the requested supplementary information, if any.  Where our comment requests you to revise future filings, we would expect that information to be included in your next filing.  If you believe complying with a comment is not appropriate, please tell us why in your letter. Your supplemental response should be submitted in electronic form on EDGAR as a correspondence file.  Refer to Rule 101 (a) of Regulation S-T.

      You may contact Milwood Hobbs, Staff Accountant, at (202) 551-3241 or me at (202)
551-3841, if you have questions regarding comments on the financial statements and related matters.

         S i n c e r e l y ,

         M i c h a e l  M o r a n
         Accounting Branch Chief