As filed with the Securities and Exchange Commission on July 8, 2003

                              Registration No. ________

                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                   FORM S-8

               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                     FIRST CASH FINANCIAL SERVICES, INC.

            (Exact name of Registrant as specified in its charter)


         DELAWARE                  5932                        75-2237318
         --------                  ----                        ----------
      (State or other         (Primary Standard             (I.R.S. Employer
       jurisdiction of    Industrial Classification     Identification Number)
      incorporation or           Code Number)
        organization)

                         690 E. Lamar Blvd., Suite 400
                             Arlington, Texas 76011
                                 (817) 460-3947
       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)

       Phillip E. Powell                               Copy to:
 690 E. Lamar Blvd., Suite 400                 Thomas C. Pritchard, Esq.
    Arlington, Texas 76011                     Brewer & Pritchard, P.C.
        (817) 460-3947                        Three Riverway, Suite 1800
   (Name, address, including                     Houston, Texas 77002
    zip code, phone number,                      Phone (713) 209-2950
     including area code,                         Fax (713) 209-2921
     of agent for service)



                     FIRST CASH 401(k) PROFIT SHARING PLAN
                           (Full Title of the Plan)



                        CALCULATION OF REGISTRATION FEE

================================================================================
  Title of Each Class      Amount      Proposed    Proposed Maximum
     of Securities         Being        Maximum       Aggregate       Amount of
         To Be           Registered  Offering Price   Offering      Registration
       Registered            (1)      Per Share(1)    Price(2)          Fee
--------------------------------------------------------------------------------

  Common Stock, par
  value $.01              200,000       $14.45      $2,890,000         $234
--------------------------------------------------------------------------------
     TOTAL                                          $2,890,000         $234
================================================================================

  (1) In addition, pursuant to Rule 416(c) under the Act, this Registration
      Statement is deemed to register an indeterminate amount of interests to
      be offered or sold pursuant to the Plan.
  (2) Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(c), based on the average of the high and low sales
      prices for the common stock, as reported by the Nasdaq Stock Market on
      July 3, 2003, or $14.45 per share.

<PAGE>

                               EXPLANATORY NOTE

      This registration statement registers shares of common stock, par value
 $.01 per share (the "Common Stock"), of First Cash Financial Services, Inc.
 (the "Company") that may be acquired in the open market pursuant to the
 terms of the First Cash 401(k) Profit Sharing Plan (the "Plan").


                                    PART I
                                    ------

               INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

 Item 1. Plan Information*
 -------------------------


 Item 2.  Registrant Information and Employee Plan Annual Information*
 ---------------------------------------------------------------------

 * The documents containing the information specified in Part I of Form
 S-8 will be sent or given to employees as specified by Rule 428(b)(1)
 of the Securities Act of 1933, as amended (the "Securities Act"). Such
 documents need not be filed with the Securities and Exchange Commission
 (the "Commission") either as part of this Registration Statement or
 as prospectuses or prospectus supplements pursuant to Rule 424 of the
 Securities Act. These documents and the documents incorporated by reference
 in this Registration Statement pursuant to Item 3 of Part II of this
 Registration Statement, taken together, constitute a prospectus that
 meets the requirements of Section 10(a) of the Securities Act.


                                   PART II
                                   -------

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


 Item 3. Incorporation of Documents by Reference
 -----------------------------------------------

      The Registrant hereby incorporates by reference into this Registration
 Statement the documents listed below which have been filed with the
 Commission:

      a)   The Registrant's annual report on Form 10-K for the fiscal year
           ended December 31, 2002, filed on March 27, 2003.

      b)   The Plan's Annual Report on Form 11-K for the fiscal year ended
           December 31, 2002, filed June 27, 2003.

      c)   The Registrant's quarterly report on Form 10-Q for the quarter
           ended March 31, 2003, filed on May 8, 2003.

      d)   The Registrant's current reports filed on Form 8-K, filed on
           April 8, 2003, April 25, 2003 and May 14, 2003.

      e)   The description of the Registrant's common stock, par value $.01
           per share (the "Common Stock"), which is contained on registration
           statement on Form S-1 filed November 19, 1996, Registration
           Statement No.333-86052, including any amendment or reports filed
           for the purpose of updating such descriptions.

      In addition, each document or report subsequently filed by the
 Registrant with the Commission pursuant to Sections 13(a), 13(c), 14, and
 15(d) of the Securities Exchange Act of 1934, as amended, after the date of
 this Registration Statement, but prior to the filing of a post-effective
 amendment to this Registration Statement which indicates that all securities
 offered by this Registration Statement have been sold or which deregisters
 all such securities then remaining unsold, shall be deemed to be
 incorporated by reference into this Registration Statement. Each document
 or report incorporated into this Registration Statement by reference shall
 be deemed to be a part of this Registration Statement from the date of the
 filing of such document with the Commission until the information contained
 therein is superseded or updated by any subsequently filed document which
 is incorporated by reference into this Registration Statement or by any
 subsequently furnished appendix to this Registration Statement.

      The Company will provide, without charge upon oral or written request,
 to each person to whom this Registration Statement is delivered, a copy of
 any or all of the documents incorporated by reference, other than exhibits
 to such documents not specifically incorporated by reference above. In
 addition, a copy of the company's most recent annual report to stockholders
 will be promptly furnished, without charge and on oral or written request,
 to such persons. Requests for such documents should be directed to the
 company, 690 East Lamar Blvd., Suite 400, Arlington, Texas 76011, attention:
 Rick L. Wessel.


 Item 4. Description of Securities
 ---------------------------------

      Not applicable.


 Item 5. Interests of Named Experts and Counsel
 ----------------------------------------------

      Not applicable.


 Item 6. Indemnification of Directors and Officers
 -------------------------------------------------

      Article X of the Certificate of Incorporation of the company provides
 for indemnification of officers, directors, agents and employees of the
 company as follows:

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

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

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

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

      The foregoing discussion of the company's Certificate of
 Incorporation, and of the Delaware General Corporation Law is not intended
 to be exhaustive and is qualified in its entirety by such Certificate of
 Incorporation and Statutes, respectively.


 Item 7.  Exemption from Registration Claimed
 --------------------------------------------

      Not applicable.


 Item 8. Exhibits
 ----------------

       5.1 (1)  Opinion of Brewer & Pritchard, P.C.

      23.1 (1)  Consent of Brewer & Pritchard P.C. (contained in Exhibit 5.1)

      23.2 (1)  Consent of Deloitte & Touche LLP.

      23.3 (1)  Consent of Hein + Associates LLP


      (1)  Filed herein.


 The Internal Revenue Service ("IRS") has determined that the Plan, as
 amended through January 1, 2001, meets the requirements of Section 401 of
 the Internal Revenue Code. The Registrant hereby undertakes that it has
 submitted or will submit all amendments to the Plan subsequent to that date
 to the IRS in a timely manner and that it will make all changes required by
 the IRS in order to qualify the Plan under Section 401 of the Code.


 Item 9.  Undertakings
 ---------------------

      a)   The undersigned registrant hereby undertakes:

           1)   To file, during any period in which offers or sales are being
      made, a post-effective amendment to this Registration Statement;

                i)   To include any prospectus required by Section 10(a)(3)
           of the Securities Act;

                ii)  To reflect in the prospectus any facts or events
           arising after the effective date of the Registration Statement
           (or the most recent post-effective amendment thereof) which,
           individually or in the aggregate, represent a fundamental
           change in the information set forth in the Registration Statement.
           Notwithstanding the foregoing, any increase or decrease in volume
           of securities offered (if the total dollar value of securities
           offered would not exceed that which was registered) and any
           deviation from the low or high and of the estimated maximum
           offering range may be reflected in the form of prospectus filed
           with the Commission pursuant to Rule 424(b) if, in the aggregate,
           the changes in volume and price represent no more than 20 percent
           change in the maximum aggregate offering price set forth in the
           "Calculation of Registration Fee" table in the effective
           registration statement.

                iii)      To include any material information with respect
           to the plan of distribution nor previously disclosed in the
           Registration Statement or any material change to such information
           in the Registration Statement;

      provided, however, that paragraphs (a) (1) (I) and (a) (1) (II) do not
      apply if the registration statement is on Form S-3, Form S-8 or Form F-
      3, and the information required in a post effective amendment by those
      paragraphs is contained in periodic reports filed with or furnished to
      the Commission by the registrant pursuant to Section 13 or 15(d) of the
      Exchange Act that are incorporated by the reference in the Registration
      Statement;

           (2)  That, for the purpose of determining any liability under the
      Securities Act, each such post-effective amendment shall be deemed to
      be a new registration statement relating to the securities offered
      therein, and the offering of such securities at that time shall be
      deemed to be the initial bona fide offering thereof.

           (3)  To remove from registration by means of a post-effective
      amendment any of the securities being registered which remain unsold
      at the termination of the offering.

      (b)  The undersigned registrant hereby undertakes that, for purposes
 of determining any liability under the Securities Act, each filing of the
 registrant's annual report pursuant to Section 13 (a) or 15 (d) of the
 Exchange Act (and, where applicable, each filing of an employee benefit
 plan's annual report pursuant to Section 15 (d) of the Exchange Act) that is
 incorporated by reference in the Registration Statement shall be deemed to
 be a new registration statement relating to the securities offered therein,
 and the offering of such securities at that time shall be deemed to be the
 initial bona fide offering thereof.

      (c)  Insofar as indemnification for liabilities arising under the
 Securities Act of 1933 may be permitted to directors, officers and
 controlling persons of the Company pursuant to the foregoing provisions,
 or otherwise, the Company has been advised that in the opinion of the
 Commission such indemnification is against public policy as expressed in the
 Securities Act of 1933 and is, therefore, unenforceable.  In the event that
 a claim for indemnification against such liabilities (other than the payment
 by the Company of expenses incurred or paid by a director, officer or
 controlling person of the registrant in the successful defense of any
 action, suit or proceeding) is asserted by such director, officer or
 controlling person in connection with the securities being registered,
 the Company will, unless in the opinion of its counsel the matter has
 been settled by controlling precedent, submit to a court of appropriate
 jurisdiction the question whether such indemnification by it is against
 public policy as expressed in the Securities Act of 1933 and will be
 governed by the final adjudication of such issue.


<PAGE>

                               SIGNATURES
                               ----------

      Pursuant to the requirements of the Securities Act of 1933, the
 registrant certifies that it has reasonable grounds to believe that it meets
 all of the requirements for filing on Form S-8 and has duly caused this
 Registration Statement to be signed on its behalf by the undersigned,
 thereunto duly authorized, in the City of Arlington, Texas, on July 7, 2003.

                               FIRST CASH FINANCIAL SERVICES, INC.


                               By: /s/ Phillip E. Powell
                                  ------------------------------------------
                                  Phillip E. Powell, Chief Executive Officer

      Pursuant to the requirements of the Securities Act, this Registration
 Statement has been signed below by the following persons on behalf of the
 registrant and in the capacities and on the dates indicated.


 Signature                   Position                           Date


 By: /s/ Phillip E. Powell   Chairman of the Board and          July 7, 2003
     Phillip E. Powell       Chief Executive Officer


 By: /s/ Rick L. Wessel      President, Secretary, Treasurer    July 7, 2003
     Rick L. Wessel          and Director


 By: /s/ Joe R. Love         Director                           July 7, 2003
     Joe R. Love


 By: /s/ Richard T. Burke    Director                           July 7, 2003
     Richard T. Burke


 By:  /s/ R. Douglas Orr     Chief Financial Officer            July 7, 2003
      R. Douglas Orr


      Pursuant to the requirements of the Securities Act of 1933, the First
 Cash 401(k) Profit Sharing Plan has duly caused this Registration Statement
 to be signed on its behalf by the undersigned, thereunto duly authorized, in
 the City of Arlington, Texas, on the 7th day of July, 2003.

                               FIRST CASH 401(K) PROFIT SHARING PLAN

                               By: /s/ Rick Wessel
                                   -------------------------------
                                   Rick Wessel, Plan Administrator
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{"company-data": {"conformed-name": "FIRST CASH FINANCIAL SERVICES INC", "cik": "0000840489", "assigned-sic": "5900", "irs-number": "752237318", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-106881", "film-number": "03778788"}, "business-address": {"street1": "690 E LAMAR BLVD", "street2": "STE 400", "city": "ARLINGTON", "state": "TX", "zip": "76011", "phone": "8174603947"}, "mail-address": {"street1": "690 E LAMAR BLVD", "street2": "STE 400", "city": "ARLINGTON", "state": "TX", "zip": "76011"}, "former-company": {"former-conformed-name": "FIRST CASH INC", "date-changed": "19940218"}}
As filed with the Securities and Exchange Commission on July 8, 2003

                              Registration No. ________

                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                   FORM S-8

               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                     FIRST CASH FINANCIAL SERVICES, INC.

            (Exact name of Registrant as specified in its charter)

         DELAWARE                  5932                        75-2237318
         --------                  ----                        ----------
      (State or other         (Primary Standard             (I.R.S. Employer
       jurisdiction of    Industrial Classification     Identification Number)
      incorporation or           Code Number)
        organization)

                         690 E. Lamar Blvd., Suite 400
                             Arlington, Texas 76011
                                 (817) 460-3947
       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)

       Phillip E. Powell                               Copy to:
 690 E. Lamar Blvd., Suite 400                 Thomas C. Pritchard, Esq.
    Arlington, Texas 76011                     Brewer & Pritchard, P.C.
        (817) 460-3947                        Three Riverway, Suite 1800
   (Name, address, including                     Houston, Texas 77002
    zip code, phone number,                      Phone (713) 209-2950
     including area code,                         Fax (713) 209-2921
     of agent for service)

                     FIRST CASH 401(k) PROFIT SHARING PLAN
                           (Full Title of the Plan)

                        CALCULATION OF REGISTRATION FEE

================================================================================
  Title of Each Class      Amount      Proposed    Proposed Maximum
     of Securities         Being        Maximum       Aggregate       Amount of
         To Be           Registered  Offering Price   Offering      Registration
       Registered            (1)      Per Share(1)    Price(2)          Fee
--------------------------------------------------------------------------------

  Common Stock, par
  value $.01              200,000       $14.45      $2,890,000         $234
--------------------------------------------------------------------------------
     TOTAL                                          $2,890,000         $234
================================================================================

  (1) In addition, pursuant to Rule 416(c) under the Act, this Registration
      Statement is deemed to register an indeterminate amount of interests to
      be offered or sold pursuant to the Plan.
  (2) Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(c), based on the average of the high and low sales
      prices for the common stock, as reported by the Nasdaq Stock Market on
      July 3, 2003, or $14.45 per share.
EXPLANATORY NOTE

      This registration statement registers shares of common stock, par value
 $.01 per share (the "Common Stock"), of First Cash Financial Services, Inc.
 (the "Company") that may be acquired in the open market pursuant to the
 terms of the First Cash 401(k) Profit Sharing Plan (the "Plan").

                                    PART I
                                    ------

               INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

 Item 1. Plan Information*
 -------------------------

 Item 2.  Registrant Information and Employee Plan Annual Information*
 ---------------------------------------------------------------------

 * The documents containing the information specified in Part I of Form
 S-8 will be sent or given to employees as specified by Rule 428(b)(1)
 of the Securities Act of 1933, as amended (the "Securities Act"). Such
 documents need not be filed with the Securities and Exchange Commission
 (the "Commission") either as part of this Registration Statement or
 as prospectuses or prospectus supplements pursuant to Rule 424 of the
 Securities Act. These documents and the documents incorporated by reference
 in this Registration Statement pursuant to Item 3 of Part II of this
 Registration Statement, taken together, constitute a prospectus that
 meets the requirements of Section 10(a) of the Securities Act.

                                   PART II
                                   -------

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 Item 3. Incorporation of Documents by Reference
 -----------------------------------------------

      The Registrant hereby incorporates by reference into this Registration
 Statement the documents listed below which have been filed with the
 Commission:

      a)   The Registrant's annual report on Form 10-K for the fiscal year
           ended December 31, 2002, filed on March 27, 2003.

      b)   The Plan's Annual Report on Form 11-K for the fiscal year ended
           December 31, 2002, filed June 27, 2003.

      c)   The Registrant's quarterly report on Form 10-Q for the quarter
           ended March 31, 2003, filed on May 8, 2003.

      d)   The Registrant's current reports filed on Form 8-K, filed on
           April 8, 2003, April 25, 2003 and May 14, 2003.

      e)   The description of the Registrant's common stock, par value $.01
           per share (the "Common Stock"), which is contained on registration
           statement on Form S-1 filed November 19, 1996, Registration
           Statement No.333-86052, including any amendment or reports filed
           for the purpose of updating such descriptions.

      In addition, each document or report subsequently filed by the
 Registrant with the Commission pursuant to Sections 13(a), 13(c), 14, and
 15(d) of the Securities Exchange Act of 1934, as amended, after the date of
 this Registration Statement, but prior to the filing of a post-effective
 amendment to this Registration Statement which indicates that all securities
 offered by this Registration Statement have been sold or which deregisters
 all such securities then remaining unsold, shall be deemed to be
 incorporated by reference into this Registration Statement. Each document
 or report incorporated into this Registration Statement by reference shall
 be deemed to be a part of this Registration Statement from the date of the
 filing of such document with the Commission until the information contained
 therein is superseded or updated by any subsequently filed document which
 is incorporated by reference into this Registration Statement or by any
 subsequently furnished appendix to this Registration Statement.

      The Company will provide, without charge upon oral or written request,
 to each person to whom this Registration Statement is delivered, a copy of
 any or all of the documents incorporated by reference, other than exhibits
 to such documents not specifically incorporated by reference above. In
 addition, a copy of the company's most recent annual report to stockholders
 will be promptly furnished, without charge and on oral or written request,
 to such persons. Requests for such documents should be directed to the
 company, 690 East Lamar Blvd., Suite 400, Arlington, Texas 76011, attention:
 Rick L. Wessel.

 Item 4. Description of Securities
 ---------------------------------

      Not applicable.

 Item 5. Interests of Named Experts and Counsel
 ----------------------------------------------

      Not applicable.

 Item 6. Indemnification of Directors and Officers
 -------------------------------------------------

      Article X of the Certificate of Incorporation of the company provides
 for indemnification of officers, directors, agents and employees of the
 company as follows:

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

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

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

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

      The foregoing discussion of the company's Certificate of
 Incorporation, and of the Delaware General Corporation Law is not intended
 to be exhaustive and is qualified in its entirety by such Certificate of
 Incorporation and Statutes, respectively.

 Item 7.  Exemption from Registration Claimed
 --------------------------------------------

      Not applicable.

 Item 8. Exhibits
 ----------------

       5.1 (1)  Opinion of Brewer & Pritchard, P.C.

      23.1 (1)  Consent of Brewer & Pritchard P.C. (contained in Exhibit 5.1)

      23.2 (1)  Consent of Deloitte & Touche LLP.

      23.3 (1)  Consent of Hein + Associates LLP

      (1)  Filed herein.

 The Internal Revenue Service ("IRS") has determined that the Plan, as
 amended through January 1, 2001, meets the requirements of Section 401 of
 the Internal Revenue Code. The Registrant hereby undertakes that it has
 submitted or will submit all amendments to the Plan subsequent to that date
 to the IRS in a timely manner and that it will make all changes required by
 the IRS in order to qualify the Plan under Section 401 of the Code.

 Item 9.  Undertakings
 ---------------------

      a)   The undersigned registrant hereby undertakes:

           1)   To file, during any period in which offers or sales are being
      made, a post-effective amendment to this Registration Statement;

                i)   To include any prospectus required by Section 10(a)(3)
           of the Securities Act;

                ii)  To reflect in the prospectus any facts or events
           arising after the effective date of the Registration Statement
           (or the most recent post-effective amendment thereof) which,
           individually or in the aggregate, represent a fundamental
           change in the information set forth in the Registration Statement.
           Notwithstanding the foregoing, any increase or decrease in volume
           of securities offered (if the total dollar value of securities
           offered would not exceed that which was registered) and any
           deviation from the low or high and of the estimated maximum
           offering range may be reflected in the form of prospectus filed
           with the Commission pursuant to Rule 424(b) if, in the aggregate,
           the changes in volume and price represent no more than 20 percent
           change in the maximum aggregate offering price set forth in the
           "Calculation of Registration Fee" table in the effective
           registration statement.

                iii)      To include any material information with respect
           to the plan of distribution nor previously disclosed in the
           Registration Statement or any material change to such information
           in the Registration Statement;

      provided, however, that paragraphs (a) (1) (I) and (a) (1) (II) do not
      apply if the registration statement is on Form S-3, Form S-8 or Form F-
      3, and the information required in a post effective amendment by those
      paragraphs is contained in periodic reports filed with or furnished to
      the Commission by the registrant pursuant to Section 13 or 15(d) of the
      Exchange Act that are incorporated by the reference in the Registration
      Statement;

           (2)  That, for the purpose of determining any liability under the
      Securities Act, each such post-effective amendment shall be deemed to
      be a new registration statement relating to the securities offered
      therein, and the offering of such securities at that time shall be
      deemed to be the initial bona fide offering thereof.

           (3)  To remove from registration by means of a post-effective
      amendment any of the securities being registered which remain unsold
      at the termination of the offering.

      (b)  The undersigned registrant hereby undertakes that, for purposes
 of determining any liability under the Securities Act, each filing of the
 registrant's annual report pursuant to Section 13 (a) or 15 (d) of the
 Exchange Act (and, where applicable, each filing of an employee benefit
 plan's annual report pursuant to Section 15 (d) of the Exchange Act) that is
 incorporated by reference in the Registration Statement shall be deemed to
 be a new registration statement relating to the securities offered therein,
 and the offering of such securities at that time shall be deemed to be the
 initial bona fide offering thereof.

      (c)  Insofar as indemnification for liabilities arising under the
 Securities Act of 1933 may be permitted to directors, officers and
 controlling persons of the Company pursuant to the foregoing provisions,
 or otherwise, the Company has been advised that in the opinion of the
 Commission such indemnification is against public policy as expressed in the
 Securities Act of 1933 and is, therefore, unenforceable.  In the event that
 a claim for indemnification against such liabilities (other than the payment
 by the Company of expenses incurred or paid by a director, officer or
 controlling person of the registrant in the successful defense of any
 action, suit or proceeding) is asserted by such director, officer or
 controlling person in connection with the securities being registered,
 the Company will, unless in the opinion of its counsel the matter has
 been settled by controlling precedent, submit to a court of appropriate
 jurisdiction the question whether such indemnification by it is against
 public policy as expressed in the Securities Act of 1933 and will be
 governed by the final adjudication of such issue.
SIGNATURES
                               ----------

      Pursuant to the requirements of the Securities Act of 1933, the
 registrant certifies that it has reasonable grounds to believe that it meets
 all of the requirements for filing on Form S-8 and has duly caused this
 Registration Statement to be signed on its behalf by the undersigned,
 thereunto duly authorized, in the City of Arlington, Texas, on July 7, 2003.

                               FIRST CASH FINANCIAL SERVICES, INC.

                               By: /s/ Phillip E. Powell
                                  ------------------------------------------
                                  Phillip E. Powell, Chief Executive Officer

      Pursuant to the requirements of the Securities Act, this Registration
 Statement has been signed below by the following persons on behalf of the
 registrant and in the capacities and on the dates indicated.

 Signature                   Position                           Date

 By: /s/ Phillip E. Powell   Chairman of the Board and          July 7, 2003
     Phillip E. Powell       Chief Executive Officer

 By: /s/ Rick L. Wessel      President, Secretary, Treasurer    July 7, 2003
     Rick L. Wessel          and Director

 By: /s/ Joe R. Love         Director                           July 7, 2003
     Joe R. Love

 By: /s/ Richard T. Burke    Director                           July 7, 2003
     Richard T. Burke

 By:  /s/ R. Douglas Orr     Chief Financial Officer            July 7, 2003
      R. Douglas Orr

      Pursuant to the requirements of the Securities Act of 1933, the First
 Cash 401(k) Profit Sharing Plan has duly caused this Registration Statement
 to be signed on its behalf by the undersigned, thereunto duly authorized, in
 the City of Arlington, Texas, on the 7th day of July, 2003.

                               FIRST CASH 401(K) PROFIT SHARING PLAN

                               By: /s/ Rick Wessel
                                   -------------------------------
                                   Rick Wessel, Plan Administrator