UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

July 1, 2006 (Date of earliest event reported)~~: June 21, 2006~~

ACE CASH EXPRESS, INC.

(Exact name of registrant as specified in its charter)

Texas	0-20774	75-2142963
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1231 Greenway Drive, Suite 600
Irving, Texas		75038
(Address of principal executive offices)		(Zip Code)


Texas (State or other jurisdiction of incorporation)		0-20774 (Commission File Number)		75-2142963 (IRS Employer Identification No.)


1231 Greenway Drive, Suite 600 Irving, Texas (Address of principal executive offices)		75038 (Zip Code)

(972) 550-5000
(Registrant’s telephone number,
including area code)

Not Applicable
(Former Name or Former Address,
if Changed Since Last Report)

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

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) þo Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 81.01. ~~Other~~Entry ~~Events.~~into a Material Definitive Agreement

~~Termination~~Executive ofOfficer ~~HSR~~Compensation ~~Waiting~~for ~~Period~~Fiscal 2007

InThe ~~accordance~~Compensation ~~with~~Committee of the ~~Agreement~~Board ~~and~~of ~~Plan~~Directors of ~~Merger,~~ACE ~~dated~~has asestablished ofor ~~June 6,~~approved ~~2006 (~~the ~~“Merger~~annual ~~Agreement”),~~salaries byof ~~and~~ACE’s ~~among~~current ~~Ace~~executive ~~Cash~~officers ~~Express,~~(as ~~Inc.,~~defined ain ~~Texas corporation (~~the ~~“Company”),~~Securities ~~Ace Holdings I, LLC, a Delaware limited liability company (“Ace Holdings”)~~ and ~~Ranger Merger Sub, Inc., a Texas~~Exchange ~~corporation~~Commission’s ~~and a wholly-owned subsidiary of Ace Holdings (“Merger Sub”~~rules), ~~pursuant~~for toACE’s ~~which~~current ~~Merger Sub~~fiscal ~~will be merged with and into the Company~~year, ~~with~~ending ~~the Company continuing as the surviving corporation and wholly owned subsidiary of Ace Holdings (the “Merger”), on~~ June 2030, 2006, each of the Company and Ace Holdings filed a Notification and Report Form for Certain Mergers and Acquisitions (the “Filings”) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”) with the Antitrust Division of the Department of Justice and the Federal Trade Commission2007. ~~The~~ ~~Filings~~These ~~are~~annual ~~subject~~salaries ~~to a 30-day initial waiting period under the HSR Act. On June 23, 2006,~~are ~~the~~as ~~Company received notice of early termination of the waiting period.~~follows:

Shareholder Litigation


•	Jay B. Shipowitz, President and Chief Executive Officer	$	525,000
•	Barry M. Barron, Executive Vice President — Operations	$	350,000
•	William S. McCalmont, Executive Vice President and Chief Financial Officer	$	302,000
•	Walter E. Evans, Senior Vice President and General Counsel	$	280,000

~~On June 21, 2006,~~ The ~~Joel~~annual &salary ~~Zehava~~for ~~Rosenfeld~~Mr. Shipowitz ~~Family~~is ~~Foundation Trust (the “Plaintiff”) filed~~ a ~~purported~~component ~~class~~of ~~action~~his ~~lawsuit~~compensation inunder ~~the~~his ~~United~~written ~~States District Court, Northern District of Texas,~~employment ~~Dallas~~agreement ~~Division (the “Court”) on behalf of itself and all other public shareholders (together~~ with ~~the~~ ~~Plaintiff,~~ACE. ~~the~~The ~~“Class”)~~terms of ~~the~~that ~~Company,~~employment ~~against~~agreement ~~the~~include ~~Company,~~an ~~Ace~~annual ~~Holdings~~review and ~~each of Jay B. Shipowitz~~, ~~Robert~~if ~~P. Allyn, J.M. Haggar, III, Marshall B. Payne, Michael S. Rawlings, Charles~~deemed ~~Daniel Yost~~appropriate, ~~Raymond~~increase C.of ~~Hemmig and Edward W~~Mr. Shipowitz’s ~~Rose,~~base ~~III~~salary ~~(collectively,~~by ~~the~~ACE’s ~~“Directors”~~Compensation ~~and with the Company and Ace Holdings, the “Defendants”)~~Committee.

~~The~~None ~~Plaintiff~~of ~~alleges~~the ~~that~~executive ~~the~~officers ~~Defendants~~is ~~breached~~a ~~their~~party ~~fiduciary~~to ~~duties~~a written employment agreement with ACE, and the employment of ~~loyalty~~each of those other executive officers is “at-will,” ~~honesty~~which permits either that ~~and~~executive ~~fair~~officer ~~dealing~~or ACE to ~~the~~terminate ~~Class~~employment ~~because~~for any, or no, reason at any time. A summary of the ~~Plaintiff~~key ~~alleges~~components ~~that~~of the ~~consideration~~current ~~payable~~compensation ~~to Company~~arrangements ~~shareholders~~of isACE atwith anthose ~~unfair~~other ~~price~~executive officers ~~and~~for fiscal 2007 is afiled ~~result~~as ofExhibit 10.1 ~~unfair~~to ~~dealing~~this Report.

InForward-looking ~~its complaint, the Plaintiff requests that the Court certify the Class. In addition, the~~Statements ~~Plaintiff seeks:~~

•This toReport ~~enjoin~~contains ~~the~~certain ~~Company,~~“forward-looking ~~Ace~~statements” ~~Holdings~~within ~~and~~ the ~~Directors~~meaning ~~from~~of ~~proceeding~~Section 27A ~~with~~of ~~or consummating~~ the Securities ~~Merger;~~Act •of to1933, ~~invalidate~~as amended, and ~~set~~Section 21E ~~aside~~of the ~~$15~~Securities ~~million~~Exchange ~~break-up~~Act ~~fee;~~of ~~• to rescind~~1934, ~~set~~as amended. ~~aside~~These orstatements ~~award~~are ~~rescissory~~generally ~~and/or~~identified ~~compensatory~~by ~~damages to~~ the ~~Class~~use ifof ~~the~~words ~~Merger~~such isas ~~consummated;~~“expect,” “anticipate,” •“estimate,” ~~punitive~~“believe,” ~~damages;~~“intend,” •“plan,” ~~costs~~“target,” ~~and~~“goal,” ~~disbursements~~“should,” of“would,” ~~the class action~~ and terms ~~reasonable~~with ~~attorneys’~~similar ~~and experts’ fees; and • other relief as the Court deems just and proper~~meanings.

~~The~~Although ~~Company~~ACE believes ~~this~~that ~~lawsuit~~the iscurrent ~~without~~views ~~merit~~and expectations reflected in these forward-looking statements are reasonable, these views and ~~intends~~expectations, and the related statements, are inherently subject to ~~vigorously~~risks, ~~defend~~uncertainties, ~~against~~and other factors, many of which are not under ACE’s control and ~~this~~may ~~action~~not even be predictable. Any inaccuracy in the assumptions, as well as those risks, uncertainties and other factors, could cause the actual results to differ materially from these in the forward-looking statements. These risks, uncertainties, and factors include, but are not limited to, matters described in this Report and ACE’s other reports filed with the Securities and Exchange Commission, such as:

•		ACE’s relationships with True Financial, LP, Republic Bank & Trust Company, First Bank of Delaware, Travelers Express and its affiliates, and its bank lenders;

•		ACE’s relationships with providers of services or products offered by ACE or property used in its operations;

•		federal and state governmental regulation of check cashing, short-term consumer lending and related financial services businesses;

•		any impact to ACE’s earnings derived from the RBT loans offered by Republic Bank & Trust Company and the FBD loans offered by First Bank of Delaware at ACE’s stores in Pennsylvania and Arkansas from the Federal Deposit Insurance Corporation’s Revised Guidelines for Payday Lending, which took effect on July 1, 2005 and require that such banks develop procedures to ensure that a payday loan is not provided to any customer with payday loans outstanding from any lender for more than 3 months in the previous 12 months;

•		any litigation;

•		theft and employee errors;

•		the availability of adequate financing, suitable locations, acquisition opportunities and experienced management employees to implement ACE’s growth strategy;

•		increases in interest rates, which would increase ACE’s borrowing costs;

•		the fragmentation of the check cashing industry and competition from various other sources, such as banks, savings and loans, short-term consumer lenders, and other similar financial services entities, as well as retail businesses that offer services offered by ACE;

•		the terms and performance of third-party services offered at ACE’s stores; and

•		customer demand and response to services offered at ACE’s stores.

ACE expressly disclaims any obligation to update or revise any of these forward-looking statements, whether because of future events, new information, a change in ACE’s views or expectations, or otherwise. ACE makes no prediction or statement about the performance of ACE’s Common Stock.

Item 9.01. Financial Statements and Exhibits

10.1 Summary of Fiscal 2007 Compensation Arrangements with Certain Executive Officers.

[Signature Page Follows]

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ACE CASH EXPRESS, INC.
Dated: June 26, 2006	By:	/s/ WALTER E. EVANS
Dated: July 3, 2006	By:	/s/ WALTER E. EVANS
		Walter E. Evans
		Senior Vice President and General Counsel

Exhibit Index


Exhibit No.		Description

10.1		Summary of Fiscal 2007 Compensation Arrangements with Certain Executive Officers.

Filing Compare · ACE CASH EXPRESS INC/TX