UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

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

~~FORM~~Washington, ~~8-K~~D.C. 20549

~~CURRENT~~FORM ~~REPORT~~8-K ~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~August 23,~~CURRENT ~~2005~~REPORT Pursuant to Section 13 or 15(~~Date~~d) of ~~earliest~~the ~~event~~Securities Exchange ~~reported)~~Act of 1934

~~ACE CASH EXPRESS~~June 6, ~~INC.~~2006 (Date of earliest event reported)

~~(Exact~~ACE ~~name~~CASH ofEXPRESS, ~~registrant as specified in its charter)~~INC.

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

(Exact name of registrant as specified in its charter)

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


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

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


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

~~Check the appropriate box below if the Form 8~~(972) 550-K5000 (Registrant’s ~~filing~~telephone ~~is intended to simultaneously satisfy~~number, ~~the~~including ~~filing~~area ~~obligation of the registrant under any of the following provisions:~~ code)

oNot ~~Written~~Applicable (Former ~~communications~~Name ~~pursuant~~or toFormer ~~Rule~~Address, if ~~425~~Changed ~~under~~Since ~~the~~Last ~~Securities Act (17 CFR 230.425~~Report)

oCheck ~~Soliciting~~the ~~material~~appropriate ~~pursuant~~box tobelow ~~Rule~~if ~~14a~~the Form 8-12K ~~under~~filing is intended to simultaneously satisfy the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14a-12)~~registrant under any of the following provisions:

o ~~Pre-commencement~~Written communications pursuant to Rule 425 ~~14d-2(b)~~ under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14d-2(b~~425))

oþ ~~Pre-commencement~~Soliciting ~~communications~~material pursuant to Rule ~~13e~~ 14a-~~4(c)~~12 under the Exchange Act (17 CFR 240.~~13e~~14a-~~4(c~~12))

~~Item~~o Pre-commencement communications pursuant to Rule ~~1.01.~~14d-2(b) ~~Entry~~under ~~into~~the aExchange ~~Material~~Act ~~Definitive~~(17 ~~Agreement~~CFR 240.14d-2(b))

~~Executive~~o ~~Officer~~Pre-commencement ~~Compensation~~communications ~~for~~pursuant ~~Fiscal~~to ~~2006~~Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~The~~TABLE ~~Compensation~~OF Committee of the Board of Directors of ACE has established or approved the annual salaries of ACE’s current executive officers (as defined in the Securities and Exchange Commission’s rules), for ACE’s current fiscal year, ending June 30, 2006. These annual salaries are as follows: CONTENTS

•	Jay B. Shipowitz,
	President and Chief Executive Officer	$	500,000
•	Barry M. Barron,
	Executive Vice President — Operations	$	320,000
•	William S. McCalmont,
	Executive Vice President and Chief Financial Officer	$	291,000
•	Walter E. Evans,
	Senior Vice President and General Counsel	$	270,000


Item 1.01 Entry into a Material Definitive Agreement;
Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
Agreement and Plan of Merger
Press Release

TheTable annual salary for Mr. Shipowitz is a component of his compensation under his written employment agreement with ACE. The terms of that employment agreement include an annual review and, if deemed appropriate, increase of Mr. Shipowitz’s base salary by ACE’s Compensation Committee. Contents

~~None~~Item 1.01 ofEntry ~~the~~into ~~executives officers is~~ a ~~party~~Material toDefinitive ~~a written employment agreement with ACE, and the~~Agreement; employment of each of those other executive officers is “at-will,” which permits either that executive officer or ACE to terminate employment for any, or no, reason at any time. A summary of the key components of the current compensation arrangements of ACE with those other executive officers for fiscal 2006 is filed as Exhibit 10.1 to this Report.

~~Forward~~ On June 6, 2006, Ace Cash Express, Inc., a Texas corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Ace Holdings I, LLC, a Delaware limited liability company formed by JLL Partners Fund V, L.P. (“Ace Holdings”), and Ranger Merger Sub, Inc., a Texas corporation and a wholly-~~looking~~owned ~~Statements~~subsidiary of Ace Holdings (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company, with the Company as the surviving corporation (the “Merger”).

~~This~~ Under ~~Report contains certain “forward-looking statements” within~~ the ~~meaning~~terms of ~~Section 27A of~~ the ~~Securities~~ ~~Act~~Merger ~~of 1933~~Agreement, asat ~~amended,~~the ~~and~~effective ~~Section 21E~~time of the ~~Securities~~Merger, ~~Exchange~~each ~~Act~~outstanding share of ~~1934,~~common ~~as amended.~~stock ~~These~~of ~~statements~~the ~~are~~Company ~~generally~~will ~~identified~~be byconverted into the ~~use~~right ofto ~~words~~receive ~~such~~$30.00 asin ~~“expect,”~~cash ~~“anticipate,”~~(the “~~estimate,”~~Merger ~~“believe,~~Consideration”). ~~“intend,”~~Following ~~“plan,”~~consummation ~~“target,”~~of ~~“goal,”~~the ~~“should~~Merger,” ~~“would,”~~the ~~and~~Company will be a ~~terms~~wholly-owned ~~with~~subsidiary ~~similar~~of ~~meanings~~Ace Holdings.

~~Although~~ Completion ~~ACE~~of ~~believes that~~ the ~~current~~Merger ~~views~~is ~~and expectations reflected in these forward-looking statements are reasonable, these views and expectations, and the related statements, are inherently~~ subject to ~~risks,~~the ~~uncertainties,~~satisfaction ~~and other factors, many~~ of ~~which~~closing ~~are~~conditions ~~not~~set ~~under~~forth ~~ACE’s control and may not even be predictable. Any inaccuracy~~ in the Merger ~~assumptions~~Agreement, asincluding ~~well~~approval asby ~~those~~the ~~risks, uncertainties~~affirmative ~~and~~vote ~~other~~of ~~factors,~~a ~~could~~majority ~~cause~~of the ~~actual~~outstanding shares ~~results~~of toCompany ~~differ~~common ~~materially~~stock ~~from~~and ~~these in~~ the ~~forward-looking~~receipt ~~statements.~~of ~~These~~certain ~~risks,~~regulatory ~~uncertainties,~~ and ~~factors~~other ~~include,~~approvals. ~~but~~The Merger ~~are~~is ~~not limited~~anticipated to, ~~matters~~close ~~described~~ in ~~this Report and ACE’s other reports filed with~~ the ~~Securities~~fourth ~~and Exchange~~quarter ~~Commission,~~of ~~such as:~~2006.

• The ~~ACE’s~~foregoing ~~relationships~~description ~~with~~of ~~Republic~~the ~~Bank~~Merger, &the ~~Trust~~Merger ~~Company,~~Agreement ~~with~~and ~~Travelers~~related ~~Express~~transactions ~~Company,~~and agreements ~~Inc.~~is ~~and~~qualified in its ~~affiliates,~~entirety ~~with~~by ~~First~~the ~~Bank~~terms of ~~Delaware~~the Merger Agreement, which is attached hereto as Exhibit 2.1, and ~~with~~the ~~ACE’s~~press ~~lenders;~~release •issued ~~ACE’s~~by ~~relationships~~the ~~with~~Company ~~providers~~related ofthereto, ~~services~~which oris attached ~~products~~hereto ~~offered~~as byExhibit 99.1, ~~ACE~~each orof ~~property~~which ~~used~~is inincorporated ~~its~~by ~~operations;~~reference herein.

2Item 9.01 Financial Statements and Exhibits.

• federal and state governmental regulation of check cashing, short-term consumer lending and related financial services businesses; • any impact on the loans offered by each of Republic Bank & Trust Company and First Bank of Delaware at ACE’s stores in Texas, Pennsylvania and Arkansas from the implementation of the revised Guidelines for Payday Lending announced on March 1, 2005 by the Federal Deposit Insurance Corporation, which revised Guidelines provide guidance to banks that engage in payday lending, and include a requirement 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 regarding ACE’s short-term consumer lending activities; • 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 (d) Exhibits.

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.

	2.1		Agreement and Plan of Merger, dated June 6, 2006, by and among Ace Holdings I, LLC, Ranger Merger Sub, Inc. and the Registrant.

	99.1		Press release issued by the Registrant, dated June 7, 2006.

~~Item 9.01.~~[Signature ~~Financial~~Page ~~Statements and Exhibits~~Follows]

(c)Table Exhibits.of Contents

~~10.1 Summary of Fiscal 2006 Compensation Arrangements with Certain Executive Officers.~~SIGNATURES

~~[Signature~~ Pursuant ~~Page~~to ~~Follows]~~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 7, 2006	By:	/s/ WALTER E. EVANS

		Walter E. Evans
		Senior Vice President and
		General Counsel

SIGNATURES Table of Contents

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

	ACE CASH EXPRESS, INC.
Exhibit No.		Description
Dated: August 29, 2005	By:	/s/ WALTER E. EVANS
2.1		Agreement and Plan of Merger, dated June 6, 2006, by and among Ace Holdings I, LLC, Ranger Merger Sub, Inc. and the Registrant.
		Walter E. Evans
99.1		Press release issued by the Registrant, dated June 7, 2006.
		Senior Vice President and General Counsel

Exhibit Index

Exhibit No.		Description
10.1		Summary of Fiscal 2006 Compensation Arrangements with Certain Executive Officers.

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