As filed with the Securities and Exchange Commission on August 30, 2000
                                                           Registration No. 333-


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    Form S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                             ACE CASH EXPRESS, INC.
             (Exact name of registrant as specified in its charter)


                                    FORM S-8

  Texas                 1231 Greenway Drive, Suite 800           75-2142963
(State or other               Irving, Texas 75038             (I.R.S. Employer
jurisdiction)                    (972) 550-5000              Identification No.)
                            (Address of registrant's
                          principal executive offices)


                             ACE CASH EXPRESS, INC.
                             1997 STOCK OPTION PLAN

                       ACE CASH EXPRESS, INC. NON-EMPLOYEE
                           DIRECTORS STOCK OPTION PLAN

                             ACE CASH EXPRESS, INC.
                             1987 STOCK OPTION PLAN
                              (Full Title of Plans)


                      -------------------------------------

   Donald H. Neustadt                                       Copy to:
 Chief Executive Officer                            Richard A. Tulli, Esq.
  Ace Cash Express, Inc.                             Gardere & Wynne, L.L.P.
1231 Greenway Drive, Suite 800                  1601 Elm Street, Suite 3000
  Irving, Texas 75038                                  Dallas, Texas 75201
    (972) 550-5000                                       (214) 999-3000

          (Name and address, including zip code, and telephone number,
             including area code, of registrant's agent for service)
<TABLE>

                                         CALCULATION OF REGISTRATION FEE
===============================      =================     =============    =================    ==============
     Title of each class                                  Proposed maximum    Proposed maximum      Amount of
     of securities to be                Amount to be       offering price   aggregate offering    registration
         registered                     registered          per share (4)           price               fee

-------------------------------      -----------------     -------------    -----------------    --------------
-------------------------------      -----------------     -------------    -----------------    --------------

<S>           <C>                     <C>         <C>         <C>             <C>                 <C>
Common Stock, $0.01 par value         315,000 shs.(1)         $  9.063        $ 2,854,845.00         $ 753.68

Common Stock, $0.01 par value         125,000 shs.(2)         $  9.063        $ 1,132,875.00         $ 299.08

Common Stock, $0.01 par value         374,635 shs.(3)         $  9.063        $ 3,395,317.01         $ 896.36

Totals                                814,635 shs                --           $ 7,383,037.01       $ 1,949.12
===============================      =================   ================    =================    =============
</TABLE>



<PAGE>
(1)    Consists of shares of Common Stock underlying options granted or that may
       be granted under the Registrant's 1997 Stock Option Plan, as amended,  as
       described  herein.  There are also registered  hereby such  indeterminate
       number of  shares  as may  become  issuable  by reason of the  adjustment
       provision of that Plan.
(2)    Consists of shares of Common Stock underlying options granted or that may
       be granted under the  Registrant's  Non-Employee  Directors  Stock Option
       Plan, as amended,  as described herein.  There are also registered hereby
       such  indeterminate  number of shares as may become issuable by reason of
       the adjustment provision of that Plan.
(3)    Consists of shares of Common Stock  underlying  options granted under the
       Registrant's 1987 Stock Option Plan, as amended and in effect on December
       17, 1997,  as described  herein.  There are also  registered  hereby such
       indeterminate  number of shares as may become  issuable  by reason of the
       adjustment provision of that Plan.
(4)    Estimated  solely for calculating the  registration  fee pursuant to Rule
       457(h),  based on the  average  of the high and low prices for the Common
       Stock on August 23, 2000, as quoted in the Nasdaq National Market.



<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

REGISTRATION OF ADDITIONAL SECURITIES

      1997 Stock Option Plan. By  Registration  Statement on Form S-8 filed with
the Securities and Exchange  Commission (the  "Commission")  on August 31, 1998,
Registration  File Number 333-62571 (the "Initial 1997 Option Plan  Registration
Statement"),  Ace Cash Express,  Inc., a Texas  corporation (the  "Registrant"),
registered  900,000  shares  of its  common  stock,  $0.01  par  value per share
("Common  Stock"),  reserved  for  issuance  from time to time upon  exercise of
options  granted  under the Ace Cash  Express,  Inc.  1997 Stock Option Plan, as
amended (the "1997 Option Plan").  In 1999, the Registrant's  Board of Directors
and  shareholders  approved an  amendment  to  increase  the number of shares of
Common Stock  issuable  under the 1997 Option Plan to a total of  1,215,000.  By
this  Registration  Statement,  the  Registrant is  registering  the  additional
315,000 shares of Common Stock underlying options granted or that may be granted
under the 1997  Option  Plan.  The  contents  of the  Initial  1997  Option Plan
Registration Statement are incorporated by reference herein.

      Non-Employee  Directors  Stock Option Plan. By  Registration  Statement on
Form S-8 filed with the Commission on March 15, 1996,  Registration  File Number
333-2640 (the  "Initial  Directors  Option Plan  Registration  Statement"),  the
Registrant  registered  60,000 shares of its Common Stock  reserved for issuance
from time to time upon  exercise of options  granted under the Ace Cash Express,
Inc.  Non-Employee  Directors Stock Option Plan (the  "Directors  Option Plan").
Since the date of the Initial Directors Option Plan Registration Statement,  the
Registrant has declared and paid a stock dividend in the form of a three-for-two
stock split to its  shareholders of record on November 15, 1996,  which resulted
in a total of 90,000  shares of Common Stock being  reserved for issuance  under
the Directors  Option Plan,  and an additional  stock  dividend in the form of a
three-for-two  stock split to its  shareholders  of record on November 30, 1997,
which  resulted in a total of 135,000  shares of Common Stock being reserved for
issuance under the Directors Option Plan.

      In 1998, the Registrant's Board of Directors and shareholders  approved an
amendment  to the  Directors  Option  Plan to  increase  the number of shares of
Common Stock issuable under the Directors Option Plan to a total of 260,000.  By
this  Registration  Statement,  the  Registrant is  registering  the  additional
125,000 shares of Common Stock underlying options granted or that may be granted
under the  Directors  Option  Plan (as  amended).  The  contents  of the Initial
Directors  Option Plan  Registration  Statement  are  incorporated  by reference
herein.

      1987 Stock Option Plan. By  Registration  Statement on Form S-8 filed with
the  Commission  on December 17, 1992,  Registration  File Number  33-55898 (the
"Initial 1987 Option Plan Registration  Statement"),  the Registrant  registered
320,000  shares of its Common Stock reserved for issuance from time to time upon
exercise of options  granted under the Ace Cash Express,  Inc. 1987 Stock Option
Plan (the "1987  Option  Plan").  Since the date of the Initial 1987 Option Plan
Registration Statement, the Registrant has declared and paid a stock dividend in
the  form of a  three-for-two  stock  split to its  shareholders  of  record  on
November 15, 1996,  which  resulted in a total of 480,000 shares of Common Stock
being reserved for issuance under the 1987 Option Plan, and an additional  stock
dividend  in the form of a  three-for-two  stock  split to its  shareholders  of
record on November 30, 1997,  which  resulted in 720,000  shares of Common Stock
being reserved for issuance under the 1987 Option Plan.

      In 1994,  and  again in 1996,  the  Registrant's  Board of  Directors  and
shareholders  approved amendments to the 1987 Option Plan to increase the number
of shares of Common Stock  issuable  under the 1987 Option Plan. On December 17,
1997,  the 1987 Option Plan (as amended)  expired,  meaning that the  Registrant
could not grant any further or additional stock options thereunder, but that the
stock  options  outstanding  thereunder  would  continue  to be  exercisable  in
accordance with their terms and the terms of the 1987 Option Plan as amended and
in  effect as of  December  17,  1997.  As a result  of the  amendments  and the
expiration, a total of 1,094,635 shares of Common Stock underlie options granted
under the 1987 Option Plan (as amended).


<PAGE>


      By  this  Registration  Statement,   the  Registrant  is  registering  the
additional  374,635 shares of Common Stock underlying  options granted under the
1987  Option Plan (as  amended).  The  contents of the Initial  1987 Option Plan
Registration Statement are incorporated by reference herein.


Item 8.  Exhibits


*    4.1  Composite  Ace Cash  Express, Inc. 1997 Stock Option Plan (as amended
          through September 23, 1999).

*    4.2  Composite Ace Cash Express, Inc.  Non-Employee  Directors Stock Option
          Plan (as amended through August 17, 1998).

*    4.3  Composite Ace Cash Express, Inc.1987 Stock Option Plan (as amended and
         in effect on December 17, 1997).

*    5.1  Opinion of Gardere & Wynne, L.L.P.

*    23.1 Consent of Arthur Andersen LLP.

     23.2 Consent of Gardere & Wynne, L.L.P. (included as part of Exhibit 5.1).

     24   Power of Attorney (set forth on the signature pages of the
          Registration Statement).

------------------
*   Filed herewith


                                   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 Irving,  State of Texas,  on the 30th day of August,
2000.


                                           ACE CASH EXPRESS, INC.
                                           (Registrant)



                                                By:/s/  Donald H. Neustadt
                                               --------------------------------
                                                       Donald H. Neustadt
                                                     Chief Executive Officer

      Each person whose signature appears below hereby  constitutes and appoints
Donald H.  Neustadt and Jay B.  Shipowitz,  and each of them (with full power in
each of them to act  alone),  his or her true and lawful  attorneys-in-fact  and
agents, with full power of substitution and  resubstitution,  for him or her and
in his or her name,  place and stead, in any and all capacities,  to sign and to
file with the Commission any and all amendments to this  Registration  Statement
and any and all  exhibits,  certificates,  and  other  documents  in  connection
therewith,  granting unto said  attorneys-in-fact  and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
or she might or could do in person,  hereby  ratifying and  confirming  all that
said attorneys-in-fact and agents, or either of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.


<PAGE>


      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated below.

<TABLE>
Name                                   Title                                            Date


<S>                               <C>                                              <C>
/s/ Raymond C. Hemmig             Chairman of the Board,                           August 16, 2000
-----------------------------
Raymond C. Hemmig                 Director



/s/ Donald H. Neustadt            Chief Executive Officer and                      August 16, 2000
-----------------------------
Donald H. Neustadt                Director (Principal Executive Officer)



/s/ Jay B. Shipowitz              President, Chief Operating Officer, and          August 16, 2000
-----------------------------
Jay B. Shipowitz                  Director



/s/ Debra A. Bradford             Senior Vice President, Chief Financial Officer,  August 16, 2000
-----------------------------     Secretary, and Treasurer (Principal Financial
Debra A. Bradford                 and Accounting Officer)


/s/ Howard W. Davis               Director                                         August 16, 2000
-----------------------------
Howard W. Davis



/s/ Marshall B. Payne             Director                                         August 16, 2000
-----------------------------
Marshall B. Payne



/s/ Edward W. Rose, III           Director                                         August 16, 2000
-----------------------------
Edward W. Rose, III



/s/ Charles Daniel Yost           Director                                         August 16, 2000
-----------------------------
Charles Daniel Yost

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                INDEX TO EXHIBITS
                                                                              Sequentially
Exhibit                                                                        Numbered
Number                            Exhibit                                       Page

<S>  <C>      <C>                                                              <C>
*    4.1      Composite Ace Cash Express, Inc. 1997 Stock Option Plan (as
              amended through September 23, 1999).

*    4.2      Composite Ace Cash Express, Inc. Non-Employee Directors Stock
              Option Plan (as amended through August 17, 1998).

*    4.3      Composite Ace Cash Express, Inc. 1987  Stock Option Plan (as
              amended and in effect on December 17, 1997).

*    5.1      Opinion of Gardere & Wynne, L.L.P.

*   23.1      Consent of Arthur Andersen LLP.

    23.2      Consent of Gardere & Wynne, L.L.P. (included as part of
              Exhibit 5.1).

    24        Power of Attorney (set forth on the signature pages of the
               registration statement).

------------------
*   Filed herewith
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "1997 STOCK OPTION PLAN", "secsgml_size_bytes": 15431}]
{"company-data": {"conformed-name": "ACE CASH EXPRESS INC/TX", "cik": "0000849116", "assigned-sic": "6099", "irs-number": "752142963", "state-of-incorporation": "TX", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44832", "film-number": "713893"}, "business-address": {"street1": "1231 GREENWAY DR STE 800", "city": "IRVING", "state": "TX", "zip": "75038", "phone": "2145505000"}, "mail-address": {"street1": "1231 GREENWAY DR #800", "city": "IRVING", "state": "TX", "zip": "75038"}}
As filed with the Securities and Exchange Commission on August 30, 2000
                                                           Registration No. 333-

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             ACE CASH EXPRESS, INC.
             (Exact name of registrant as specified in its charter)

                                    FORM S-8

  Texas                 1231 Greenway Drive, Suite 800           75-2142963
(State or other               Irving, Texas 75038             (I.R.S. Employer
jurisdiction)                    (972) 550-5000              Identification No.)
                            (Address of registrant's
                          principal executive offices)

                             ACE CASH EXPRESS, INC.
                             1997 STOCK OPTION PLAN

                       ACE CASH EXPRESS, INC. NON-EMPLOYEE
                           DIRECTORS STOCK OPTION PLAN

                             ACE CASH EXPRESS, INC.
                             1987 STOCK OPTION PLAN
                              (Full Title of Plans)

                      -------------------------------------

   Donald H. Neustadt                                       Copy to:
 Chief Executive Officer                            Richard A. Tulli, Esq.
  Ace Cash Express, Inc.                             Gardere & Wynne, L.L.P.
1231 Greenway Drive, Suite 800                  1601 Elm Street, Suite 3000
  Irving, Texas 75038                                  Dallas, Texas 75201
    (972) 550-5000                                       (214) 999-3000

          (Name and address, including zip code, and telephone number,
             including area code, of registrant's agent for service)

                                         CALCULATION OF REGISTRATION FEE
===============================      =================     =============    =================    ==============
     Title of each class                                  Proposed maximum    Proposed maximum      Amount of
     of securities to be                Amount to be       offering price   aggregate offering    registration
         registered                     registered          per share (4)           price               fee

-------------------------------      -----------------     -------------    -----------------    --------------
-------------------------------      -----------------     -------------    -----------------    --------------
Common Stock, $0.01 par value         315,000 shs.(1)         $  9.063        $ 2,854,845.00         $ 753.68

Common Stock, $0.01 par value         125,000 shs.(2)         $  9.063        $ 1,132,875.00         $ 299.08

Common Stock, $0.01 par value         374,635 shs.(3)         $  9.063        $ 3,395,317.01         $ 896.36

Totals                                814,635 shs                --           $ 7,383,037.01       $ 1,949.12
===============================      =================   ================    =================    =============
(1)    Consists of shares of Common Stock underlying options granted or that may
       be granted under the Registrant's 1997 Stock Option Plan, as amended,  as
       described  herein.  There are also registered  hereby such  indeterminate
       number of  shares  as may  become  issuable  by reason of the  adjustment
       provision of that Plan.
(2)    Consists of shares of Common Stock underlying options granted or that may
       be granted under the  Registrant's  Non-Employee  Directors  Stock Option
       Plan, as amended,  as described herein.  There are also registered hereby
       such  indeterminate  number of shares as may become issuable by reason of
       the adjustment provision of that Plan.
(3)    Consists of shares of Common Stock  underlying  options granted under the
       Registrant's 1987 Stock Option Plan, as amended and in effect on December
       17, 1997,  as described  herein.  There are also  registered  hereby such
       indeterminate  number of shares as may become  issuable  by reason of the
       adjustment provision of that Plan.
(4)    Estimated  solely for calculating the  registration  fee pursuant to Rule
       457(h),  based on the  average  of the high and low prices for the Common
       Stock on August 23, 2000, as quoted in the Nasdaq National Market.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

REGISTRATION OF ADDITIONAL SECURITIES

      1997 Stock Option Plan. By  Registration  Statement on Form S-8 filed with
the Securities and Exchange  Commission (the  "Commission")  on August 31, 1998,
Registration  File Number 333-62571 (the "Initial 1997 Option Plan  Registration
Statement"),  Ace Cash Express,  Inc., a Texas  corporation (the  "Registrant"),
registered  900,000  shares  of its  common  stock,  $0.01  par  value per share
("Common  Stock"),  reserved  for  issuance  from time to time upon  exercise of
options  granted  under the Ace Cash  Express,  Inc.  1997 Stock Option Plan, as
amended (the "1997 Option Plan").  In 1999, the Registrant's  Board of Directors
and  shareholders  approved an  amendment  to  increase  the number of shares of
Common Stock  issuable  under the 1997 Option Plan to a total of  1,215,000.  By
this  Registration  Statement,  the  Registrant is  registering  the  additional
315,000 shares of Common Stock underlying options granted or that may be granted
under the 1997  Option  Plan.  The  contents  of the  Initial  1997  Option Plan
Registration Statement are incorporated by reference herein.

      Non-Employee  Directors  Stock Option Plan. By  Registration  Statement on
Form S-8 filed with the Commission on March 15, 1996,  Registration  File Number
333-2640 (the  "Initial  Directors  Option Plan  Registration  Statement"),  the
Registrant  registered  60,000 shares of its Common Stock  reserved for issuance
from time to time upon  exercise of options  granted under the Ace Cash Express,
Inc.  Non-Employee  Directors Stock Option Plan (the  "Directors  Option Plan").
Since the date of the Initial Directors Option Plan Registration Statement,  the
Registrant has declared and paid a stock dividend in the form of a three-for-two
stock split to its  shareholders of record on November 15, 1996,  which resulted
in a total of 90,000  shares of Common Stock being  reserved for issuance  under
the Directors  Option Plan,  and an additional  stock  dividend in the form of a
three-for-two  stock split to its  shareholders  of record on November 30, 1997,
which  resulted in a total of 135,000  shares of Common Stock being reserved for
issuance under the Directors Option Plan.

      In 1998, the Registrant's Board of Directors and shareholders  approved an
amendment  to the  Directors  Option  Plan to  increase  the number of shares of
Common Stock issuable under the Directors Option Plan to a total of 260,000.  By
this  Registration  Statement,  the  Registrant is  registering  the  additional
125,000 shares of Common Stock underlying options granted or that may be granted
under the  Directors  Option  Plan (as  amended).  The  contents  of the Initial
Directors  Option Plan  Registration  Statement  are  incorporated  by reference
herein.

      1987 Stock Option Plan. By  Registration  Statement on Form S-8 filed with
the  Commission  on December 17, 1992,  Registration  File Number  33-55898 (the
"Initial 1987 Option Plan Registration  Statement"),  the Registrant  registered
320,000  shares of its Common Stock reserved for issuance from time to time upon
exercise of options  granted under the Ace Cash Express,  Inc. 1987 Stock Option
Plan (the "1987  Option  Plan").  Since the date of the Initial 1987 Option Plan
Registration Statement, the Registrant has declared and paid a stock dividend in
the  form of a  three-for-two  stock  split to its  shareholders  of  record  on
November 15, 1996,  which  resulted in a total of 480,000 shares of Common Stock
being reserved for issuance under the 1987 Option Plan, and an additional  stock
dividend  in the form of a  three-for-two  stock  split to its  shareholders  of
record on November 30, 1997,  which  resulted in 720,000  shares of Common Stock
being reserved for issuance under the 1987 Option Plan.

      In 1994,  and  again in 1996,  the  Registrant's  Board of  Directors  and
shareholders  approved amendments to the 1987 Option Plan to increase the number
of shares of Common Stock  issuable  under the 1987 Option Plan. On December 17,
1997,  the 1987 Option Plan (as amended)  expired,  meaning that the  Registrant
could not grant any further or additional stock options thereunder, but that the
stock  options  outstanding  thereunder  would  continue  to be  exercisable  in
accordance with their terms and the terms of the 1987 Option Plan as amended and
in  effect as of  December  17,  1997.  As a result  of the  amendments  and the
expiration, a total of 1,094,635 shares of Common Stock underlie options granted
under the 1987 Option Plan (as amended).
By  this  Registration  Statement,   the  Registrant  is  registering  the
additional  374,635 shares of Common Stock underlying  options granted under the
1987  Option Plan (as  amended).  The  contents of the Initial  1987 Option Plan
Registration Statement are incorporated by reference herein.

Item 8.  Exhibits

*    4.1  Composite  Ace Cash  Express, Inc. 1997 Stock Option Plan (as amended
          through September 23, 1999).

*    4.2  Composite Ace Cash Express, Inc.  Non-Employee  Directors Stock Option
          Plan (as amended through August 17, 1998).

*    4.3  Composite Ace Cash Express, Inc.1987 Stock Option Plan (as amended and
         in effect on December 17, 1997).

*    5.1  Opinion of Gardere & Wynne, L.L.P.

*    23.1 Consent of Arthur Andersen LLP.

     23.2 Consent of Gardere & Wynne, L.L.P. (included as part of Exhibit 5.1).

     24   Power of Attorney (set forth on the signature pages of the
          Registration Statement).

------------------
*   Filed herewith

                                   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 Irving,  State of Texas,  on the 30th day of August,
2000.

                                           ACE CASH EXPRESS, INC.
                                           (Registrant)

                                                By:/s/  Donald H. Neustadt
                                               --------------------------------
                                                       Donald H. Neustadt
                                                     Chief Executive Officer

      Each person whose signature appears below hereby  constitutes and appoints
Donald H.  Neustadt and Jay B.  Shipowitz,  and each of them (with full power in
each of them to act  alone),  his or her true and lawful  attorneys-in-fact  and
agents, with full power of substitution and  resubstitution,  for him or her and
in his or her name,  place and stead, in any and all capacities,  to sign and to
file with the Commission any and all amendments to this  Registration  Statement
and any and all  exhibits,  certificates,  and  other  documents  in  connection
therewith,  granting unto said  attorneys-in-fact  and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
or she might or could do in person,  hereby  ratifying and  confirming  all that
said attorneys-in-fact and agents, or either of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated below.

Name                                   Title                                            Date
/s/ Raymond C. Hemmig             Chairman of the Board,                           August 16, 2000
-----------------------------
Raymond C. Hemmig                 Director

/s/ Donald H. Neustadt            Chief Executive Officer and                      August 16, 2000
-----------------------------
Donald H. Neustadt                Director (Principal Executive Officer)

/s/ Jay B. Shipowitz              President, Chief Operating Officer, and          August 16, 2000
-----------------------------
Jay B. Shipowitz                  Director

/s/ Debra A. Bradford             Senior Vice President, Chief Financial Officer,  August 16, 2000
-----------------------------     Secretary, and Treasurer (Principal Financial
Debra A. Bradford                 and Accounting Officer)

/s/ Howard W. Davis               Director                                         August 16, 2000
-----------------------------
Howard W. Davis

/s/ Marshall B. Payne             Director                                         August 16, 2000
-----------------------------
Marshall B. Payne

/s/ Edward W. Rose, III           Director                                         August 16, 2000
-----------------------------
Edward W. Rose, III

/s/ Charles Daniel Yost           Director                                         August 16, 2000
-----------------------------
Charles Daniel Yost
INDEX TO EXHIBITS
                                                                              Sequentially
Exhibit                                                                        Numbered
Number                            Exhibit                                       Page
*    4.1      Composite Ace Cash Express, Inc. 1997 Stock Option Plan (as
              amended through September 23, 1999).

*    4.2      Composite Ace Cash Express, Inc. Non-Employee Directors Stock
              Option Plan (as amended through August 17, 1998).

*    4.3      Composite Ace Cash Express, Inc. 1987  Stock Option Plan (as
              amended and in effect on December 17, 1997).

*    5.1      Opinion of Gardere & Wynne, L.L.P.

*   23.1      Consent of Arthur Andersen LLP.

    23.2      Consent of Gardere & Wynne, L.L.P. (included as part of
              Exhibit 5.1).

    24        Power of Attorney (set forth on the signature pages of the
               registration statement).

------------------
*   Filed herewith