REGISTRATION NO. 333-____


                   SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                              THE MONEY STORE INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                              NEW JERSEY 22-2293022
         (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION
                     INCORPORATION OR ORGANIZATION) NUMBER)

                               2840 MORRIS AVENUE
                             UNION, NEW JERSEY 07083
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)


                            1995 STOCK INCENTIVE PLAN
                                       OF
                              THE MONEY STORE INC.
                            (FULL TITLE OF THE PLAN)

                               ERIC R. ELWIN, ESQ.
                      VICE PRESIDENT AND CORPORATE COUNSEL
                               2840 MORRIS AVENUE
                             UNION, NEW JERSEY 07083
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (908) 686-2000
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                                ----------------
                                    Copy to:


                             Richard S. Forman, Esq.
                            Stroock & Stroock & Lavan
                             2029 Century Park East
                          Los Angeles, California 90067
                                 (310) 556-5800
<TABLE>
<CAPTION>


                                             CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------
<S>                          <C>            <C>                         <C>                         <C>  
TITLE OF SECURITIES TO BE    Amount to be   Proposed Maximum Offering   Proposed Maximum Aggregate      Amount of
        REGISTERED            Registered       Price Per Share (1)          Offering Price (1)      Registration Fee
- -------------------------------------------------------------------------------------------------------------------------
      Common Stock,            2,812,500            $23.25 (3)                $65,390,625.00           $22,548.49
      no par value             shares (2)
- -------------------------------------------------------------------------------------------------------------------------

  (1)    Estimated solely for purposes of calculating the registration fee 
         pursuant to Rules 457(c) and 457(h) under the
         Securities Act of 1933, as amended (the "Securities Act").

  (2)    Pursuant to Rule 416 under the Securities Act, this Registration
         Statement also covers an indeterminate number of shares of Common Stock
         which may be issued by reason of the anti-dilution provisions of the
         plan.

  (3)    Based upon the average of the high and low prices for the Common Stock 
         reported by the NASDAQ National Market on September 9, 1996.
</TABLE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Note:          The documents containing the information specified in
               Part I of Form S-8 will be sent or given to participants
               in the 1995 Stock Incentive Plan (the "1995 Plan") of
               The Money Store Inc. (the "Registrant") as specified by
               Rule 428(b)(1) promulgated under 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 under the Securities Act.  These
               documents and the documents incorporated by reference in
               the Registration Statement pursuant to Item 3 of Part II
               of this Form S-8, taken together, constitute a
               prospectus that meets the requirements of Section 10(a) of the
               Securities Act.  See Rule 428(a)(1) under the Securities
               Act.

      If it is necessary for a prospectus to be used for reoffers of the
Registrant's Common Stock acquired pursuant to the 1995 Plan, a prospectus
prepared in accordance with the requirements of Part I of Form S-3 will be filed
as part of this Registration Statement by means of a post-effective amendment
hereto.

                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.        INCORPORATION OF DOCUMENTS BY REFERENCE

               The following documents filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:

               (a)     The Registrant's Annual Report on Form 10-K for the
                       fiscal year ended December 31, 1995;

               (b)     The Registrant's Quarterly Reports on Form 10-Q for
                       the quarters ended March 31 and June 30, 1996;

               (c)     The Registrant's Current Reports on Form 8-K dated
                       February 14 and March 5, 1996; and

               (d)     The description of the Registrant's Common Stock,
                       no par value, which is contained in the
                       Registrant's Registration Statement on Form 8-A,
                       declared effective September 20, 1991, filed with
                       the Commission to register such Common Stock
                       pursuant to Section 12(b) of the Securities
                       Exchange Act of 1934, as amended (the "Exchange
                       Act").

               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 which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.

               Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.        DESCRIPTION OF SECURITIES

               (Not applicable.)

ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL

               (Not applicable.)

ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS

               Section 14A:3-5 of the New Jersey Business Corporation Act
provides that New Jersey corporations such as the Registrant may indemnify any
director, officer, employee or agent against expenses and liabilities in
connection with any proceeding involving the director, officer, employee or
agent by reason of him or her acting in such capacity, other than a proceeding
by or in the right of the corporation, if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, did not have reasonable cause to believe such conduct was unlawful.
Section Fifth of the Registrant's Amended and Restated Certificate of
Incorporation and Article VII of the Registrant's Amended and Restated By-Laws
entitle officers, directors, employees and agents to indemnification to the
fullest extent permitted by Section 14A:3-5 of the New Jersey Business
Corporation Act.

               Section Sixth of the Registrant's Amended and Restated
Certificate of Incorporation provides that no director or officer shall be
personally liable to the Registrant or its shareholders for damages for breach
of any duty owed to the Registrant or its shareholders, except that a director
or officer shall not be relieved from liability for any breach of duty based
upon an act or omission (i) in breach of the duty of loyalty to the Registrant
or its shareholders, (ii) not in good faith or involving a knowing violation of
law, or (iii) resulting in receipt by such director or officer of an improper
personal benefit.

               The Registrant maintains directors' and officers' liability
insurance which covers the directors and officers of the Registrant with policy
limits of $10,000,000, with excess coverage of an additional $10,000,000.

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED

               (Not Applicable.)

ITEM 8.        EXHIBITS

     EXHIBIT NO.                DESCRIPTION

      4.1      Restated Certificate of Incorporation of the Registrant.*

      4.2      Amended and Restated By-Laws of the Registrant.
               Incorporated by reference to Exhibit 3.2 to Registration
               Statement on Form S-1 (No. 33-41172).

      4.3      1995 Stock Incentive Plan of the Registrant.*

      5        Opinion of Eric R. Elwin, Esq., Corporate Counsel of the
               Registrant.*

      23.1     Consent of Eric R. Elwin, Esq., Corporate Counsel of the
               Registrant.  Included in Exhibit 5 hereto.

      23.2     Consent of KPMG Peat Marwick.*

      24       Power of Attorney (included at page II-5).*

- --------------------
*   Filed herewith by electronic submission.

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
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;

                       (2)  That, for the purpose of determining any
liability under the Securities Act of 1933, 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.

                       (4)  If the Registrant is a foreign private issuer,
to file a post-effective amendment to the Registration Statement to include any
financial statements required by Rule 3-19 of Regulation S-X at the start of any
delayed offering or throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the Act need not be
furnished, provided, that the Registrant includes in the prospectus, by means of
a post-effective amendment, financial statements required pursuant to this
paragraph (a)(4) and other information necessary to insure that all other
information in the prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective amendment need not be
filed to include financial statements and information required by Section
10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements
and information are contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Form F-3.

               (b) The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 Registrant pursuant to the foregoing provisions, 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 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 Act 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 Union, State of New Jersey, on the 12th day of
September 1996.

                                                  THE MONEY STORE INC.

                                                  By: /S/  MORTON DEAR
                                                      Morton Dear,
                                                      Executive Vice President


                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS that each of the undersigned hereby
constitutes and appoints Morton Dear, Eric Elwin and Harry Puglisi, and each of
them, acting together or alone, as his true and lawful attorneys-in-fact and
agents, with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign a registration statement on Form S-8
(the "Registration Statement") relating to the 1995 Stock Incentive Plan of The
Money Store Inc., and any and all amendments (including post-effective
amendments) to the Registration Statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, acting together or alone, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any 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 below by the following persons in the
capacities indicated on September 12, 1996:

      SIGNATURE                       TITLE


/S/ ALAN TURTLETAUB                  Chairman of the Board of Directors
Alan Turtletaub


/S/ MARC TURTLETAUB                  President, Chief Executive Officer
Marc Turtletaub                       and Director (Principal Executive
Officer)


/S/ MORTON DEAR                      Executive Vice President and
Chief
Morton Dear                          Financial Officer, Secretary and
                                      Director (Principal Financial
                                      Officer)


/S/ ANTHONY R. MEDICI                Executive Vice President and
Director
Anthony R. Medici


/S/ HARRY PUGLISI                    Treasurer and Director
Harry Puglisi


/S/ ALEXANDER C. SCHWARTZ, JR.       Director
Alexander C. Schwartz, Jr.


/S/ ANTHONY L. WATSON                Director
Anthony L. Watson


/S/ JAMES K. RANSOM                  Vice President (Principal
Accounting James K. Ransom              Officer)
<PAGE>


                                  EXHIBIT INDEX

                                                                   Sequential
Exhibit                                                               Page
Number                           Description

  4.1                      Restated Certificate of
                           Incorporation of The Money Store
                           Inc.*

  4.2                      Amended and Restated By-Laws of
                           The Money Store Inc. Incorporated by
                           reference to Exhibit 3.2 to
                           Registration Statement on Form S-1
                           (No. 33-41172).

  4.3                      1995 Stock Incentive Plan of The Money
                           Store Inc.*

  5                        Opinion of Eric R. Elwin, Esq.,
                           Corporate Counsel of  The Money Store
                           Inc.*

 23.1                      Consent of Eric R. Elwin, Esq.,
                           Corporate Counsel of The Money
                           Store Inc. (included in Exhibit 5
                           hereto).

 23.2                      Consent of KPMG Peat Marwick.*

 24                        Power of Attorney.  Included at
                           page II-5.


*Filed herewith by electronic submission.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 18702}]
{"company-data": {"conformed-name": "MONEY STORE INC /NJ", "cik": "0000876297", "assigned-sic": "6162", "irs-number": "222293022", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-11839", "film-number": "96629216"}, "business-address": {"street1": "2840 MORRIS AVE", "city": "UNION", "state": "NJ", "zip": "07083", "phone": "9086862200"}}
REGISTRATION NO. 333-____

                   SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              THE MONEY STORE INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                              NEW JERSEY 22-2293022
         (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION
                     INCORPORATION OR ORGANIZATION) NUMBER)

                               2840 MORRIS AVENUE
                             UNION, NEW JERSEY 07083
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                            1995 STOCK INCENTIVE PLAN
                                       OF
                              THE MONEY STORE INC.
                            (FULL TITLE OF THE PLAN)

                               ERIC R. ELWIN, ESQ.
                      VICE PRESIDENT AND CORPORATE COUNSEL
                               2840 MORRIS AVENUE
                             UNION, NEW JERSEY 07083
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (908) 686-2000
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                                ----------------
                                    Copy to:

                             Richard S. Forman, Esq.
                            Stroock & Stroock & Lavan
                             2029 Century Park East
                          Los Angeles, California 90067
                                 (310) 556-5800
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES TO BE    Amount to be   Proposed Maximum Offering   Proposed Maximum Aggregate      Amount of
        REGISTERED            Registered       Price Per Share (1)          Offering Price (1)      Registration Fee
- -------------------------------------------------------------------------------------------------------------------------
      Common Stock,            2,812,500            $23.25 (3)                $65,390,625.00           $22,548.49
      no par value             shares (2)
- -------------------------------------------------------------------------------------------------------------------------

  (1)    Estimated solely for purposes of calculating the registration fee 
         pursuant to Rules 457(c) and 457(h) under the
         Securities Act of 1933, as amended (the "Securities Act").

  (2)    Pursuant to Rule 416 under the Securities Act, this Registration
         Statement also covers an indeterminate number of shares of Common Stock
         which may be issued by reason of the anti-dilution provisions of the
         plan.

  (3)    Based upon the average of the high and low prices for the Common Stock 
         reported by the NASDAQ National Market on September 9, 1996.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Note:          The documents containing the information specified in
               Part I of Form S-8 will be sent or given to participants
               in the 1995 Stock Incentive Plan (the "1995 Plan") of
               The Money Store Inc. (the "Registrant") as specified by
               Rule 428(b)(1) promulgated under 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 under the Securities Act.  These
               documents and the documents incorporated by reference in
               the Registration Statement pursuant to Item 3 of Part II
               of this Form S-8, taken together, constitute a
               prospectus that meets the requirements of Section 10(a) of the
               Securities Act.  See Rule 428(a)(1) under the Securities
               Act.

      If it is necessary for a prospectus to be used for reoffers of the
Registrant's Common Stock acquired pursuant to the 1995 Plan, a prospectus
prepared in accordance with the requirements of Part I of Form S-3 will be filed
as part of this Registration Statement by means of a post-effective amendment
hereto.

                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.        INCORPORATION OF DOCUMENTS BY REFERENCE

               The following documents filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:

               (a)     The Registrant's Annual Report on Form 10-K for the
                       fiscal year ended December 31, 1995;

               (b)     The Registrant's Quarterly Reports on Form 10-Q for
                       the quarters ended March 31 and June 30, 1996;

               (c)     The Registrant's Current Reports on Form 8-K dated
                       February 14 and March 5, 1996; and

               (d)     The description of the Registrant's Common Stock,
                       no par value, which is contained in the
                       Registrant's Registration Statement on Form 8-A,
                       declared effective September 20, 1991, filed with
                       the Commission to register such Common Stock
                       pursuant to Section 12(b) of the Securities
                       Exchange Act of 1934, as amended (the "Exchange
                       Act").

               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 which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.

               Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.        DESCRIPTION OF SECURITIES

               (Not applicable.)

ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL

               (Not applicable.)

ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS

               Section 14A:3-5 of the New Jersey Business Corporation Act
provides that New Jersey corporations such as the Registrant may indemnify any
director, officer, employee or agent against expenses and liabilities in
connection with any proceeding involving the director, officer, employee or
agent by reason of him or her acting in such capacity, other than a proceeding
by or in the right of the corporation, if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, did not have reasonable cause to believe such conduct was unlawful.
Section Fifth of the Registrant's Amended and Restated Certificate of
Incorporation and Article VII of the Registrant's Amended and Restated By-Laws
entitle officers, directors, employees and agents to indemnification to the
fullest extent permitted by Section 14A:3-5 of the New Jersey Business
Corporation Act.

               Section Sixth of the Registrant's Amended and Restated
Certificate of Incorporation provides that no director or officer shall be
personally liable to the Registrant or its shareholders for damages for breach
of any duty owed to the Registrant or its shareholders, except that a director
or officer shall not be relieved from liability for any breach of duty based
upon an act or omission (i) in breach of the duty of loyalty to the Registrant
or its shareholders, (ii) not in good faith or involving a knowing violation of
law, or (iii) resulting in receipt by such director or officer of an improper
personal benefit.

               The Registrant maintains directors' and officers' liability
insurance which covers the directors and officers of the Registrant with policy
limits of $10,000,000, with excess coverage of an additional $10,000,000.

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED

               (Not Applicable.)

ITEM 8.        EXHIBITS

     EXHIBIT NO.                DESCRIPTION

      4.1      Restated Certificate of Incorporation of the Registrant.*

      4.2      Amended and Restated By-Laws of the Registrant.
               Incorporated by reference to Exhibit 3.2 to Registration
               Statement on Form S-1 (No. 33-41172).

      4.3      1995 Stock Incentive Plan of the Registrant.*

      5        Opinion of Eric R. Elwin, Esq., Corporate Counsel of the
               Registrant.*

      23.1     Consent of Eric R. Elwin, Esq., Corporate Counsel of the
               Registrant.  Included in Exhibit 5 hereto.

      23.2     Consent of KPMG Peat Marwick.*

      24       Power of Attorney (included at page II-5).*

- --------------------
*   Filed herewith by electronic submission.

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
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;

                       (2)  That, for the purpose of determining any
liability under the Securities Act of 1933, 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.

                       (4)  If the Registrant is a foreign private issuer,
to file a post-effective amendment to the Registration Statement to include any
financial statements required by Rule 3-19 of Regulation S-X at the start of any
delayed offering or throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the Act need not be
furnished, provided, that the Registrant includes in the prospectus, by means of
a post-effective amendment, financial statements required pursuant to this
paragraph (a)(4) and other information necessary to insure that all other
information in the prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective amendment need not be
filed to include financial statements and information required by Section
10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements
and information are contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Form F-3.

               (b) The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 Registrant pursuant to the foregoing provisions, 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 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 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 Union, State of New Jersey, on the 12th day of
September 1996.

                                                  THE MONEY STORE INC.

                                                  By: /S/  MORTON DEAR
                                                      Morton Dear,
                                                      Executive Vice President

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS that each of the undersigned hereby
constitutes and appoints Morton Dear, Eric Elwin and Harry Puglisi, and each of
them, acting together or alone, as his true and lawful attorneys-in-fact and
agents, with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign a registration statement on Form S-8
(the "Registration Statement") relating to the 1995 Stock Incentive Plan of The
Money Store Inc., and any and all amendments (including post-effective
amendments) to the Registration Statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, acting together or alone, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any 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 below by the following persons in the
capacities indicated on September 12, 1996:

      SIGNATURE                       TITLE

/S/ ALAN TURTLETAUB                  Chairman of the Board of Directors
Alan Turtletaub

/S/ MARC TURTLETAUB                  President, Chief Executive Officer
Marc Turtletaub                       and Director (Principal Executive
Officer)

/S/ MORTON DEAR                      Executive Vice President and
Chief
Morton Dear                          Financial Officer, Secretary and
                                      Director (Principal Financial
                                      Officer)

/S/ ANTHONY R. MEDICI                Executive Vice President and
Director
Anthony R. Medici

/S/ HARRY PUGLISI                    Treasurer and Director
Harry Puglisi

/S/ ALEXANDER C. SCHWARTZ, JR.       Director
Alexander C. Schwartz, Jr.

/S/ ANTHONY L. WATSON                Director
Anthony L. Watson

/S/ JAMES K. RANSOM                  Vice President (Principal
Accounting James K. Ransom              Officer)
EXHIBIT INDEX

                                                                   Sequential
Exhibit                                                               Page
Number                           Description

  4.1                      Restated Certificate of
                           Incorporation of The Money Store
                           Inc.*

  4.2                      Amended and Restated By-Laws of
                           The Money Store Inc. Incorporated by
                           reference to Exhibit 3.2 to
                           Registration Statement on Form S-1
                           (No. 33-41172).

  4.3                      1995 Stock Incentive Plan of The Money
                           Store Inc.*

  5                        Opinion of Eric R. Elwin, Esq.,
                           Corporate Counsel of  The Money Store
                           Inc.*

 23.1                      Consent of Eric R. Elwin, Esq.,
                           Corporate Counsel of The Money
                           Store Inc. (included in Exhibit 5
                           hereto).

 23.2                      Consent of KPMG Peat Marwick.*

 24                        Power of Attorney.  Included at
                           page II-5.

*Filed herewith by electronic submission.