As filed with the Securities and Exchange Commission on March 23, 2006

                                              Registration No. 333-__________

 ============================================================================

                                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                                      75-2237318
 (State or other jurisdiction                          (IRS Employer
     of incorporation or                           Identification Number)
        organization)

 690 East Lamar Blvd., Suite 400                  J. Alan Barron, CEO
     Arlington, Texas 76011                 690 East Lamar Blvd., Suite 400
         (817) 460-3947                          Arlington, Texas 76011
 (Address, including zip code, and                   (817) 460-3947
    telephone number, including           (Name, address, including zip code,
    area code, of registrant's              and telephone number, including
    principal executive offices)            area code, of agent for service)


       First Cash Financial Services, Inc. 2004 Long-Term Incentive Plan
                          (Full Title of the Plans)
                              _________________

                                   copy to:
                             Peter Talosig, Esq.
                          Three Riverway, Suite 1800
                             Houston, Texas 77056
                             Phone (713) 209-2918
                              Fax (713) 209-2928
                              _________________

                       CALCULATION OF REGISTRATION FEE

 ============================================================================
                                                    Proposed
                      Amount        Proposed        Maximum
     Title of         Being         Maximum         Aggregate     Amount of
 Securities To Be   Registered   Offering Price     Offering     Registration
    Registered         (1)       Per Share(2)       Price(2)         Fee
 ----------------------------------------------------------------------------
  Common Stock,
    par value
 $0.01 per share    1,800,000        $18.65        $33,570,000     $3,591.99
 ----------------------------------------------------------------------------

 TOTAL                                                             $3,591.99
 ============================================================================
                                 ____________

 (1)  Pursuant to Rule 416 under the Securities Act of 1933, as amended,  the
      number of shares of the issuer's Common Stock registered hereunder will
      be adjusted in the  event of stock splits,  stock dividends or  similar
      transactions.
 (2)  Estimated solely  for the  purpose of  calculating  the amount  of  the
      registration fee pursuant to Rule 457(h),  on the basis of the  average
      of the high and low prices for  a  share of common stock as reported by
      the Nasdaq National Market on March 22, 2006.

<PAGE>

                               Explanatory Note

      This registration statement ("Registration Statement") registers shares
 of common stock, par value $0.01  per share ("Common Stock"), of First  Cash
 Financial Services, Inc. ("Company or "Registrant")  that may be issued  and
 sold under the Company's 2004 Long-term Incentive Plan ("Plan").

      In January 2006, the Company's Board  of Directors approved a  two-for-
 one stock split in the form of a stock dividend to shareholders of record on
 February 6, 2006.  The additional shares  were  distributed  on February 20,
 2006.  All  share amounts  referenced in  the Plan  have been  retroactively
 adjusted to reflect the effect of the stock split.


                                    PART I

              INFORMATION REQUIRED IN SECTION 10 (A) PROSPECTUS

 Item 1.  Plan Information

      The  documents  containing  the  information  specified  in  Part I  of
 this 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 "Act").  Such
 documents need  not be  filed with  the Securities  and Exchange  Commission
 either as  part  of  this  Registration  Statement  or  as  prospectuses  or
 prospectus supplements pursuant to Rule 424 of the 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 Act.


 Item 2.  Registrant Information and Employee Plan Annual Information.

      We will provide, without charge, to each  person to whom a copy of  the
 10(a) prospectus is delivered, upon oral  or written request,  a copy of any
 or all documents  incorporated by reference  in Item 3  of Part  II of  this
 registration statement (which documents are incorporated by reference in the
 10(a) prospectus).  Requests  should  be  directed  to the  Chief  Financial
 Officer, First Cash Financial  Services, Inc., 690  East Lamar Blvd.,  Suite
 400, Arlington, Texas 76011.  Our telephone number is 817-460-3947.


                                   PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

 Item 3.  Incorporation of Documents by Reference

      The following documents filed  by the Company  with the Securities  and
 Exchange Commission are incorporated in this Form S-8 by reference:

      1.   The Company's Annual Report on Form 10-K for the fiscal year ended
 December 31, 2005, as filed with the Commission on March 16, 2006;

      2.   All other reports filed pursuant to Section 13(a) or 15(d) of  the
 Securities Exchange Act of 1934, as  amended ("Exchange Act") since the  end
 of the fiscal year covered by the document referred to in (1) above; and

      All documents subsequently filed by the registrant pursuant to Sections
 13(a), 13(c), 14, and 15(d) of  the Exchange Act, prior  to the filing of  a
 post-effective amendment to  the Registration Statement  that indicate  that
 all shares of common stock offered have been sold or that deregister all  of
 the shares then  remaining unsold,  shall be  deemed to  be incorporated  by
 reference in the Registration Statement and to be a part of it from the date
 of filing of the documents.


 Item 4.  Description of Securities

      The Company is authorized to issue  90,000,000 shares of common  stock,
 par  value  $.0l  per  share.  As  of  March 22, 2006, there were 32,042,172
 shares of common stock issued and outstanding that were  held  of record  by
 approximately 63 shareholders.  Holders of common stock are entitled,  among
 other things, to one vote per  share on each matter  submitted to a vote  of
 stockholders and,  in the  event of  liquidation, to  share ratably  in  the
 distribution of assets remaining after payment  of liabilities.  Holders  of
 common stock have no cumulative voting rights, and, accordingly, the holders
 of a majority of the outstanding shares  have  the  ability  to elect all of
 the  directors.  Holders of common stock  have no preemptive or other rights
 to subscribe for  shares.  Holders  of common  stock  are  entitled  to such
 dividends as may be declared  by the Board of Directors out of funds legally
 available therefore.


 Item 5.  Interest of Named Experts and Counsel

      Not applicable.


 Item 6.  Indemnification of Directors and Officers

      Pursuant to  Section 145  of the  Delaware General  Corporation Law,  a
 corporation generally  has the  power to  indemnify its  present and  former
 directors, officers, employees and agents against expenses incurred by  them
 in connection with any suit to which they are or are threatened to be  made,
 a party by reason of their serving in  such positions so long as they  acted
 in good faith  and in  a manner they  reasonably believed  to be  in or  not
 opposed to, the best  interests of the corporation  and with respect to  any
 criminal action, they had no reasonable  cause to believe their conduct  was
 unlawful. The  Company  believes  that these  provisions  are  necessary  to
 attract  and  retain qualified  persons as  directors  and  officers.  These
 provisions do not eliminate the directors' duty of care, and, in appropriate
 circumstances, equitable remedies such as injunctive or other forms of  non-
 monetary relief will remain available under Delaware Law.  In addition, each
 director will  continue  to  be  subject to  liability  for  breach  of  the
 director's duty of loyalty to the Company, for acts or omissions not in good
 faith or involving  intentional misconduct, for  knowing violations of  law,
 under Section 174 of the Delaware Law and for any transaction from which the
 director derived  an improper  personal benefit.  These  provisions  do  not
 affect a director's responsibilities under any other law.

      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.


 Item 7.  Exemption from Registration Claimed

      Not Applicable.


 Item 8.  Exhibits

     The following exhibits are filed as part of this Registration Statement:

 Exhibit No.        Identification of Exhibit
 --------------------------------------------

 4.1       Specimen of Registrant's Common Stock Certificate (incorporated by
           reference to the registration statement on Form S-1, Registration
           Statement No. 033-48436)

 5.1       Opinion of Brewer & Pritchard, P.C.

 10.1      First Cash Financial Service, Inc. 2004 Long-Term Incentive Plan
           (incorporated by reference to the Company's Definitive Proxy
           Statement filed on April 29, 2004)

 23.1      Consent of Brewer & Pritchard, P.C. (included in Exhibit 5)

 23.2      Consent of Hein & Associates LLP, independent registered public
           accounting firm

 23.3      Consent of Deloitte & Touche LLP, independent registered public
           accounting firm


 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; and

           iii. To include any material information with respect  to the plan
                of distribution not 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 (ii) do  not
                apply if the registration statement is on Form S-3  or  Form
                S-8,  and  the information required to be included 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  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 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  may  be permitted  to  directors, officers  and  controlling
 persons of the  Registrant pursuant to  the provisions described  in Item  6
 above, or otherwise, the Registrant has been advised that in the opinion  of
 the Securities  and  Exchange  Commission such  indemnification  is  against
 public policy  as  expressed  in  the  Securities  Act  and  is,  therefore,
 unenforceable.  In the event that  a claim for indemnification against  such
 liabilities (other than the payment by  the Registrant 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 Registrant 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 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, State of Texas,  on the
 23rd day of March, 2006.

                               FIRST CASH FINANCIAL SERVICES, INC.


                               By: /s/ J. ALAN BARRON
                                  ------------------------------------------
                                  J. Alan Barron, Chief Executive Officer
                                  (Principal Executive Officer)

                         ____________________________

      Pursuant to  the  requirements of  the  Securities Act  of  1933,  this
 Registration Statement has been signed below by the following persons in the
 capacities and on the dates indicated:

 Signature                Title                               Date
 ---------                -----                               ----

 /s/ J. ALAN BARRON       Chief Executive Officer             March 23, 2006
 ---------------------    (Principal Executive Officer)
 J. Alan Barron

 /s/ PHILLIP E. POWELL    Chairman of the Board               March 23, 2006
 ---------------------
 Phillip E. Powell

 /s/ RICK L. WESSEL       Vice Chairman, President,           March 23, 2006
 ---------------------    Secretary and Treasurer
 Rick L. Wessel

 /s/ R. DOUGLAS ORR       Chief Financial Officer             March 23, 2006
 ---------------------    (Principal Financial and
 R. Douglas Orr           Accounting Officer)

 /s/ RICHARD T. BURKE     Director                            March 23, 2006
 ---------------------
 Richard T. Burke

 /s/ TARA MACMAHON        Director                            March 23, 2006
 ---------------------
 Tara MacMahon

 /s/ JOE R. LOVE          Director                            March 23, 2006
 ---------------------
 Joe R. Love


<PAGE>

 Exhibit Index


 Exhibit No.        Identification of Exhibit
 --------------------------------------------

 4.1       Specimen of Registrant's Common Stock Certificate (incorporated by
           reference to the registration statement on Form S-1, Registration
           Statement No.033-48436)

 5.1       Opinion of Brewer & Pritchard, P.C.

 10.1      First Cash Financial Service, Inc. 2004 Long-Term Incentive Plan
           (incorporated by reference to the Company's Definitive Proxy
           Statement filed on April 29, 2004)

 23.1      Consent of Brewer & Pritchard, P.C. (included in Exhibit 5)

 23.2      Consent of Hein & Associates LLP, independent registered public
           accounting firm

 23.3      Consent of Deloitte & Touche LLP, independent registered public
           accounting firm
[{"type": "S-8", "sequence": "1", "filename": "fcf032306s8ltip.txt", "description": "REGISTRATION STATEMENT LONG-TERM INCENTIVE PLAN", "secsgml_size_bytes": 24151}]
{"company-data": {"conformed-name": "FIRST CASH FINANCIAL SERVICES INC", "cik": "0000840489", "assigned-sic": "5900", "irs-number": "752237318", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-132665", "film-number": "06706659"}, "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 March 23, 2006

                                              Registration No. 333-__________

 ============================================================================

                                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                                      75-2237318
 (State or other jurisdiction                          (IRS Employer
     of incorporation or                           Identification Number)
        organization)

 690 East Lamar Blvd., Suite 400                  J. Alan Barron, CEO
     Arlington, Texas 76011                 690 East Lamar Blvd., Suite 400
         (817) 460-3947                          Arlington, Texas 76011
 (Address, including zip code, and                   (817) 460-3947
    telephone number, including           (Name, address, including zip code,
    area code, of registrant's              and telephone number, including
    principal executive offices)            area code, of agent for service)

       First Cash Financial Services, Inc. 2004 Long-Term Incentive Plan
                          (Full Title of the Plans)
                              _________________

                                   copy to:
                             Peter Talosig, Esq.
                          Three Riverway, Suite 1800
                             Houston, Texas 77056
                             Phone (713) 209-2918
                              Fax (713) 209-2928
                              _________________

                       CALCULATION OF REGISTRATION FEE

 ============================================================================
                                                    Proposed
                      Amount        Proposed        Maximum
     Title of         Being         Maximum         Aggregate     Amount of
 Securities To Be   Registered   Offering Price     Offering     Registration
    Registered         (1)       Per Share(2)       Price(2)         Fee
 ----------------------------------------------------------------------------
  Common Stock,
    par value
 $0.01 per share    1,800,000        $18.65        $33,570,000     $3,591.99
 ----------------------------------------------------------------------------

 TOTAL                                                             $3,591.99
 ============================================================================
                                 ____________

 (1)  Pursuant to Rule 416 under the Securities Act of 1933, as amended,  the
      number of shares of the issuer's Common Stock registered hereunder will
      be adjusted in the  event of stock splits,  stock dividends or  similar
      transactions.
 (2)  Estimated solely  for the  purpose of  calculating  the amount  of  the
      registration fee pursuant to Rule 457(h),  on the basis of the  average
      of the high and low prices for  a  share of common stock as reported by
      the Nasdaq National Market on March 22, 2006.
Explanatory Note

      This registration statement ("Registration Statement") registers shares
 of common stock, par value $0.01  per share ("Common Stock"), of First  Cash
 Financial Services, Inc. ("Company or "Registrant")  that may be issued  and
 sold under the Company's 2004 Long-term Incentive Plan ("Plan").

      In January 2006, the Company's Board  of Directors approved a  two-for-
 one stock split in the form of a stock dividend to shareholders of record on
 February 6, 2006.  The additional shares  were  distributed  on February 20,
 2006.  All  share amounts  referenced in  the Plan  have been  retroactively
 adjusted to reflect the effect of the stock split.

                                    PART I

              INFORMATION REQUIRED IN SECTION 10 (A) PROSPECTUS

 Item 1.  Plan Information

      The  documents  containing  the  information  specified  in  Part I  of
 this 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 "Act").  Such
 documents need  not be  filed with  the Securities  and Exchange  Commission
 either as  part  of  this  Registration  Statement  or  as  prospectuses  or
 prospectus supplements pursuant to Rule 424 of the 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 Act.

 Item 2.  Registrant Information and Employee Plan Annual Information.

      We will provide, without charge, to each  person to whom a copy of  the
 10(a) prospectus is delivered, upon oral  or written request,  a copy of any
 or all documents  incorporated by reference  in Item 3  of Part  II of  this
 registration statement (which documents are incorporated by reference in the
 10(a) prospectus).  Requests  should  be  directed  to the  Chief  Financial
 Officer, First Cash Financial  Services, Inc., 690  East Lamar Blvd.,  Suite
 400, Arlington, Texas 76011.  Our telephone number is 817-460-3947.

                                   PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

 Item 3.  Incorporation of Documents by Reference

      The following documents filed  by the Company  with the Securities  and
 Exchange Commission are incorporated in this Form S-8 by reference:

      1.   The Company's Annual Report on Form 10-K for the fiscal year ended
 December 31, 2005, as filed with the Commission on March 16, 2006;

      2.   All other reports filed pursuant to Section 13(a) or 15(d) of  the
 Securities Exchange Act of 1934, as  amended ("Exchange Act") since the  end
 of the fiscal year covered by the document referred to in (1) above; and

      All documents subsequently filed by the registrant pursuant to Sections
 13(a), 13(c), 14, and 15(d) of  the Exchange Act, prior  to the filing of  a
 post-effective amendment to  the Registration Statement  that indicate  that
 all shares of common stock offered have been sold or that deregister all  of
 the shares then  remaining unsold,  shall be  deemed to  be incorporated  by
 reference in the Registration Statement and to be a part of it from the date
 of filing of the documents.

 Item 4.  Description of Securities

      The Company is authorized to issue  90,000,000 shares of common  stock,
 par  value  $.0l  per  share.  As  of  March 22, 2006, there were 32,042,172
 shares of common stock issued and outstanding that were  held  of record  by
 approximately 63 shareholders.  Holders of common stock are entitled,  among
 other things, to one vote per  share on each matter  submitted to a vote  of
 stockholders and,  in the  event of  liquidation, to  share ratably  in  the
 distribution of assets remaining after payment  of liabilities.  Holders  of
 common stock have no cumulative voting rights, and, accordingly, the holders
 of a majority of the outstanding shares  have  the  ability  to elect all of
 the  directors.  Holders of common stock  have no preemptive or other rights
 to subscribe for  shares.  Holders  of common  stock  are  entitled  to such
 dividends as may be declared  by the Board of Directors out of funds legally
 available therefore.

 Item 5.  Interest of Named Experts and Counsel

      Not applicable.

 Item 6.  Indemnification of Directors and Officers

      Pursuant to  Section 145  of the  Delaware General  Corporation Law,  a
 corporation generally  has the  power to  indemnify its  present and  former
 directors, officers, employees and agents against expenses incurred by  them
 in connection with any suit to which they are or are threatened to be  made,
 a party by reason of their serving in  such positions so long as they  acted
 in good faith  and in  a manner they  reasonably believed  to be  in or  not
 opposed to, the best  interests of the corporation  and with respect to  any
 criminal action, they had no reasonable  cause to believe their conduct  was
 unlawful. The  Company  believes  that these  provisions  are  necessary  to
 attract  and  retain qualified  persons as  directors  and  officers.  These
 provisions do not eliminate the directors' duty of care, and, in appropriate
 circumstances, equitable remedies such as injunctive or other forms of  non-
 monetary relief will remain available under Delaware Law.  In addition, each
 director will  continue  to  be  subject to  liability  for  breach  of  the
 director's duty of loyalty to the Company, for acts or omissions not in good
 faith or involving  intentional misconduct, for  knowing violations of  law,
 under Section 174 of the Delaware Law and for any transaction from which the
 director derived  an improper  personal benefit.  These  provisions  do  not
 affect a director's responsibilities under any other law.

      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.

 Item 7.  Exemption from Registration Claimed

      Not Applicable.

 Item 8.  Exhibits

     The following exhibits are filed as part of this Registration Statement:

 Exhibit No.        Identification of Exhibit
 --------------------------------------------

 4.1       Specimen of Registrant's Common Stock Certificate (incorporated by
           reference to the registration statement on Form S-1, Registration
           Statement No. 033-48436)

 5.1       Opinion of Brewer & Pritchard, P.C.

 10.1      First Cash Financial Service, Inc. 2004 Long-Term Incentive Plan
           (incorporated by reference to the Company's Definitive Proxy
           Statement filed on April 29, 2004)

 23.1      Consent of Brewer & Pritchard, P.C. (included in Exhibit 5)

 23.2      Consent of Hein & Associates LLP, independent registered public
           accounting firm

 23.3      Consent of Deloitte & Touche LLP, independent registered public
           accounting firm

 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; and

           iii. To include any material information with respect  to the plan
                of distribution not 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 (ii) do  not
                apply if the registration statement is on Form S-3  or  Form
                S-8,  and  the information required to be included 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  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 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  may  be permitted  to  directors, officers  and  controlling
 persons of the  Registrant pursuant to  the provisions described  in Item  6
 above, or otherwise, the Registrant has been advised that in the opinion  of
 the Securities  and  Exchange  Commission such  indemnification  is  against
 public policy  as  expressed  in  the  Securities  Act  and  is,  therefore,
 unenforceable.  In the event that  a claim for indemnification against  such
 liabilities (other than the payment by  the Registrant 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 Registrant 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 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, State of Texas,  on the
 23rd day of March, 2006.

                               FIRST CASH FINANCIAL SERVICES, INC.

                               By: /s/ J. ALAN BARRON
                                  ------------------------------------------
                                  J. Alan Barron, Chief Executive Officer
                                  (Principal Executive Officer)

                         ____________________________

      Pursuant to  the  requirements of  the  Securities Act  of  1933,  this
 Registration Statement has been signed below by the following persons in the
 capacities and on the dates indicated:

 Signature                Title                               Date
 ---------                -----                               ----

 /s/ J. ALAN BARRON       Chief Executive Officer             March 23, 2006
 ---------------------    (Principal Executive Officer)
 J. Alan Barron

 /s/ PHILLIP E. POWELL    Chairman of the Board               March 23, 2006
 ---------------------
 Phillip E. Powell

 /s/ RICK L. WESSEL       Vice Chairman, President,           March 23, 2006
 ---------------------    Secretary and Treasurer
 Rick L. Wessel

 /s/ R. DOUGLAS ORR       Chief Financial Officer             March 23, 2006
 ---------------------    (Principal Financial and
 R. Douglas Orr           Accounting Officer)

 /s/ RICHARD T. BURKE     Director                            March 23, 2006
 ---------------------
 Richard T. Burke

 /s/ TARA MACMAHON        Director                            March 23, 2006
 ---------------------
 Tara MacMahon

 /s/ JOE R. LOVE          Director                            March 23, 2006
 ---------------------
 Joe R. Love
Exhibit Index

 Exhibit No.        Identification of Exhibit
 --------------------------------------------

 4.1       Specimen of Registrant's Common Stock Certificate (incorporated by
           reference to the registration statement on Form S-1, Registration
           Statement No.033-48436)

 5.1       Opinion of Brewer & Pritchard, P.C.

 10.1      First Cash Financial Service, Inc. 2004 Long-Term Incentive Plan
           (incorporated by reference to the Company's Definitive Proxy
           Statement filed on April 29, 2004)

 23.1      Consent of Brewer & Pritchard, P.C. (included in Exhibit 5)

 23.2      Consent of Hein & Associates LLP, independent registered public
           accounting firm

 23.3      Consent of Deloitte & Touche LLP, independent registered public
           accounting firm