content: <PAGE>   1
  
       As filed with the Securities and Exchange Commission on May 1, 1997
  
                                                      Registration No. 333-_______
  ================================================================================
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549                       
  
                         ------------------------------
  
                                      FORM S-8
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933                     
  
                         ------------------------------
  
                          CASH AMERICA INTERNATIONAL, INC.
               (Exact name of registrant as specified in its charter)
  
             TEXAS                                           75-2018239
  (State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                        Identification No.)
  
        1600 WEST 7TH STREET
         FORT, WORTH, TEXAS                                     76102
  (Address of principal executive offices)                    (Zip Code)
  
                         ------------------------------
  
                        CASH AMERICA INTERNATIONAL, INC.
                            NONQUALIFIED SAVINGS PLAN
                            (Full title of the plan)
  
                         ------------------------------
  
                                DANIEL R. FEEHAN
                       PRESIDENT AND CHIEF OPERATING OFFICER
                          CASH AMERICA INTERNATIONAL, INC.
                                1600 WEST 7TH STREET
                              FORT WORTH, TEXAS 76102
                      (Name and address of agent for service)
  
                                   (817) 335-1100
            (Telephone number including area code, of agent for service)
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ====================================================================================================================================
                                                     Amount           Proposed maximum        Proposed maximum
             Title of securities                      to be            offering price            aggregate            Amount of
               to be registered                   registered(1)         per share(2)         offering price(2)     registration fee 
  ------------------------------------------------------------------------------------------------------------------------------------
   <S>                                           <C>                       <C>                   <C>                     <C>
   Common Stock, par value $.10 per share        200,000 shares            $8.875                $1,775,000              $538
  ====================================================================================================================================
  </TABLE>
  
  (1)      Consists of 200,000 shares of Common Stock reserved for issuance to
           key management employees of Cash America International, Inc. and its
           subsidiaries pursuant to the Cash America International, Inc.
           Nonqualified Savings Plan.  In addition, pursuant to Rule 416(c) 
           under the Securities Act of 1933, this Registration Statement also 
           covers an indeterminant amount of interests to be offered or sold 
           pursuant to the employee benefit plan described herein.
  
  (2)      Estimated pursuant to Rule 457(c) and (h) solely for the purposes of
           computing the registration fee based upon the average of the high and
           low prices for the Common Stock quoted on the New York Stock Exchange,
           Inc. on April 28, 1997 under the Securities Act of 1933, as amended.
  <PAGE>   2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  Item 1.  Plan Information*
  
  Item 2.  Registrant Information and Employee Plan Annual Information*
  
                                      PART II
  
                   INFORMATION REQUIRED IN REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Certain Documents by Reference.
  
           Cash America International, Inc. (the "Company") hereby incorporates
  by reference in this Registration Statement the following documents previously
  filed with the Securities and Exchange Commission (the "Commission");
  
           (1)     The Company's Annual Report on Form 10-K for the year ended
  December 31, 1996;
  
           (2)     All documents subsequently filed by the Company with the
  Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
  Exchange Act of 1934, as amended (the "Exchange Act") prior to the filing of a
  post- effective amendment which indicates that all securities offered have been
  sold or which de-registers all securities then remaining that are unsold, shall
  be deemed to be incorporated by reference in this Registration Statement and to
  be a part thereof from the date of filing of such documents;
  
           (3)     The description of the Company's Common Stock contained in the
  Company's registration statement on Form 8-A filed with the Commission on
  October 5, 1987; and
  
           Any statement contained in this Registration Statement, in an
  amendment hereto or in a document 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, in any subsequently filed
  amendment to this Registration Statement or in any document that also is
  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.
  
  --------------------
  *        Information required by Part I and contained in the Section 10(a)
           Prospectus is omitted from this Registration Statement in accordance
           with Rule 428 of the Securities Act of 1933, as amended, and the Note
           to Part I of Form S-8.
  
  
  
  
  
                                         1
  <PAGE>   3
  Item 5.  Interest of Named Experts and Counsel
  
           None.
  
  Item 6.  Indemnification of Directors and Officers.
  
           The Company has authority under Articles 2.02(A)16 and 2.02-1 of the
  Texas Business Corporation Act to indemnify its directors and officers to the
  extent provided for in such statute.  The Company's Bylaws provide for
  indemnification of directors and officers to the fullest extent permitted by
  said provisions of the Texas Business Corporation Act.  The Company believes
  that indemnification under its Bylaws covers at least negligence by indemnified
  parties, and permits the Company to advance litigation expenses in the case of
  shareholder derivative actions or other actions, against an undertaking by the
  indemnified party to repay such advances if it is ultimately determined that
  the indemnified party is not entitled to indemnification.  The Company's Bylaws
  permit the Company to purchase and maintain liability, indemnification and/or
  other similar insurance.
  
  Item 7.  Exemption from Registration Statement Claimed.
  
           Not Applicable
  
  Item 8.  Exhibits.
  
           The following documents are filed as a part of this Registration
  Statement.  Those exhibits previously filed and incorporated herein by
  reference are identified below by footnotes.
  
  <TABLE>
  <CAPTION>
         Exhibit            Description
         -------            -----------
           <S>              <C>
           4.1              Articles of Incorporation of Cash America Investments, Inc. filed in the office of the
                            Secretary of State of Texas on October 4, 1984. (a) (Exhibit 3.1)
  
           4.2              Articles of Amendment to the Articles of Incorporation of Cash America Investments, Inc. filed
                            in the office of the Secretary of State of Texas on October 26, 1984. (a) (Exhibit 3.2)
  
           4.3              Articles of Amendment to the Articles of Incorporation of Cash America Investments, Inc. filed
                            in the office of the Secretary of State of Texas on September 24, 1986.  (a) (Exhibit 3.3)
  
           4.4              Articles of Amendment to the Articles of Incorporation of Cash America Investments, Inc. filed
                            in the office of the Secretary of State of Texas on September 30, 1987.  (b) (Exhibit 3.4)
  
           4.5              Articles of Amendment to the Articles of Incorporation of Cash America Investments, Inc. filed
                            in the office of the Secretary of State of Texas on April 23, 1992 to change the Company's name
                            to "Cash America International, Inc."  (c) (Exhibit 3.5)
  
           4.6              Articles of Amendment to Articles of Incorporation of Cash America International, Inc. filed in
                            the office of the Secretary of State of Texas on May 31, 1993. (d) (Exhibit 3.6)
  </TABLE>
  
  
  
  
  
                                         2
  <PAGE>   4
  <TABLE>
           <S>              <C>
           4.7              Bylaws of Cash America International, Inc.  (e) (Exhibit 3.5)
  
           4.8              Amendment to Bylaws of Cash America International, Inc. dated effective September 26, 1990.
                            (f) (Exhibit 3.6)
  
           4.9              Amendment to Bylaws of Cash America International, Inc. dated effective April 22, 1992.  (c)
                            (Exhibit 3.8)
  
           4.10             Form of Stock Certificate. (a) (Exhibit 4.1)
  
           4.11             Form of Stock Certificate. (f) (Exhibit 4.1a)
  
           4.12             Form of Stock Certificate. (c) (Exhibit 4.1b)
  
           4.13             The Company's Nonqualified Savings Plan.
  
           5.1              Opinion of Jenkens & Gilchrist, a Professional Corporation.
  
           23.1             Consent of Jenkens & Gilchrist, a Professional Corporation. (included in their opinion filed as
                            Exhibit 5.1)
  
           23.2             Consent of Coopers & Lybrand L.L.P.
  
           24.1             Power of Attorney. (see signature page of this Registration Statement)
  </TABLE>
  
  Certain Exhibits are incorporated by reference to the Exhibits shown in
  parenthesis contained in the Company's following filings with the Securities
  and Exchange Commission:
  
           (a)     Registration Statement on Form S-1, File No. 33-10752.
  
           (b)     Amendment No. 1 to its Registration  Statement on Form S-4,
                   File No. 33-17275.
  
           (c)     Annual Report on Form 10-K for the year ended December 31, 
                   1992.
  
           (d)     Annual Report on Form 10-K for the year ended December 31, 
                   1993.
  
           (e)     Post-Effective Amendment No. 1 to its Registration Statement
                   on Form S-4, File No. 33-17275.
  
           (f)     Annual Report on Form 10-K for the year ended December 31, 
                   1990.
  
  
  
  
  
                                         3
  <PAGE>   5
  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 of 1933;
  
               (ii)         To reflect in the prospectus any facts or events
                            arising after the effective date of this Registration
                            Statement (or the most recent post-effective
                            amendment thereof) that, individually or in the
                            aggregate, represent a fundamental change in the
                            information set forth in this Registration Statement;
  
              (iii)         To include any material information with respect to
                            the plan of distribution not previously disclosed in
                            this Registration Statement or any material change to
                            such information in this Registration Statement;
  
  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
  this Registration Statement, and the information required to be included in a
  post-effective amendment by those paragraphs, is contained in periodic reports
  filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange
  Act that are incorporated by reference in this Registration Statement.
  
           (2)     That, for the purpose of determining any liability under the
  Securities Act of 1933, as amended (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; and
  
           (3)     To remove from this Registration Statement by means of a
  post-effective amendment any securities being registered that remain unsold at
  the termination of the offering.
  
           B.      The undersigned registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act, each filing of
  the registrant's annual report pursuant to section 13(a) or section 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 this 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 foregoing provisions or otherwise, the
  registrant has been advised that in the opinion of the 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
  
  
  
  
  
                                         4
  <PAGE>   6
  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 of 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.
  
  
  
  
  
                                         5
  <PAGE>   7
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, the registrant
  certifies that it has reasonable grounds to believe that it meets all 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 on April 30, 1997:
  
                                          CASH AMERICA INTERNATIONAL, INC.
  
                                          By: /s/ Daniel R. Feehan 
                                             --------------------------------
                                              Daniel R. Feehan 
                                              President and Chief
                                              Operating Officer
  
  
                                 POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
  appears below hereby constitutes and appoints Jack R. Daugherty and Daniel R.
  Feehan, and each of them, each with full power to act without the other, his
  true and lawful attorneys-in-fact and agents, each with full power of
  substitution and resubstitution for him and in his name, place and stead, in
  any and all capacities, to sign any or all amendments to this Registration
  Statement, and to file the same with all exhibits thereto and other documents
  in connection therewith, with the Commission, granting unto each of said
  attorneys-in-fact and agents full power and authority to do and perform each
  and every act and thing requisite and necessary to be done in connection
  therewith, as fully to all intents and purposes as he might or could do in
  person hereby ratifying and confirming that each of said attorneys-in-fact and
  agents or his substitutes may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed by the following persons in the capacities and on the
  dates included:
  
  <TABLE>
  <CAPTION>
  SIGNATURE                                  CAPACITY                              DATE
  ---------                                  --------                              ----
  <S>                                        <C>                               <C>
  
  /s/ Jack R. Daugherty                      Chairman of the Board             April 30, 1997
  ----------------------------------         of Directors and Chief                          
  Jack R. Daugherty                          Executive Officer (Principal  
                                             Executive Officer)            
                                                                           
  /s/ Daniel R. Feehan                       President, Chief Operating        April 30, 1997
  ----------------------------------         Officer and Director                                    
  Daniel R. Feehan                                                
  
  /s/ James H. Kauffman                      Executive Vice President,         April 30, 1997
  ----------------------------------         Chief Financial Officer                                 
  James H. Kauffman                          (Principal Financial     
                                             and Accounting Officer)  
                                                                      
  /s/ A. R. Dike                             Director                          April 30, 1997
  ----------------------------------                                                                         
  A. R. Dike
  </TABLE>
  <PAGE>   8
  <TABLE>
  <S>                                        <C>                                       <C>
  /s/ James H. Graves                        Director                                  April 30,  1997
  ----------------------------------                                                                  
  James H. Graves
  
  /s/ B. D. Hunter                           Director                                  April 30, 1997
  ----------------------------------                                                                 
  B. D. Hunter
  
  /s/ Alfred M. Micallef                     Director                                  April 30, 1997
  ----------------------------------                                                                 
  Alfred M. Micallef
  
  /s/ Carl P. Motheral                       Director                                  April 30, 1997
  ----------------------------------                                                                 
  Carl P. Motheral
  
  /s/ Samuel W. Rizzo                        Director                                  April 30, 1997
  ----------------------------------                                                                 
  Samuel W. Rizzo
  
  /s/ Rosalin Rogers                         Director                                  April 30, 1997
  ----------------------------------                                                                 
  Rosalin Rogers
  </TABLE>
  <PAGE>   9
           THE PLAN.  Pursuant to the requirements of the Securities Act of 1933,
  as amended, the trustee of the Cash America International, Inc. Nonqualified
  Savings Plan has duly caused this Registration Statement to be signed on its
  behalf by the undersigned, thereunto duly authorized on April 30, 1997.
  
  
  
                                          CASH AMERICA INTERNATIONAL, INC.
                                          NONQUALIFIED SAVINGS PLAN
  
                                          By:  Cash America International,
                                               Inc.  Plan Administrator
  
  
                                          By:    /s/ Hugh A. Simpson 
                                             --------------------------------
                                                 Hugh A. Simpson,         
                                                 Vice President - General 
                                                 Counsel and Secretary    
  
  <PAGE>   10
                                 INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
  Exhibit                  Description                                        Page No.
  -------                  -----------                                        --------
  <S>              <C>
  4.13             The Company's Nonqualified Savings Plan.
  
  5.1              Opinion of Jenkens & Gilchrist, a Professional Corporation.
  
  23.2             Consent of Coopers & Lybrand L.L.P.
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21603}]
metadata_filer: {"company-data": {"conformed-name": "CASH AMERICA INTERNATIONAL INC", "cik": "0000807884", "assigned-sic": "5900", "irs-number": "752018239", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26339", "film-number": "97593593"}, "business-address": {"street1": "1600 WEST 7TH STREET", "city": "FT WORTH", "state": "TX", "zip": "76102", "phone": "8173351100"}, "mail-address": {"street1": "1600 WEST 7TH STREET", "city": "FORT WORTH", "state": "TX", "zip": "76102"}, "former-company": {"former-conformed-name": "CASH AMERICA INVESTMENTS INC /TX/", "date-changed": "19920520"}}
text: 1
  
       As filed with the Securities and Exchange Commission on May 1, 1997
  
                                                      Registration No. 333-_______
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549                       
  
                         ------------------------------
  
                                      FORM S-8
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933                     
  
                         ------------------------------
  
                          CASH AMERICA INTERNATIONAL, INC.
               (Exact name of registrant as specified in its charter)
  
             TEXAS                                           75-2018239
  (State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                        Identification No.)
  
        1600 WEST 7TH STREET
         FORT, WORTH, TEXAS                                     76102
  (Address of principal executive offices)                    (Zip Code)
  
                         ------------------------------
  
                        CASH AMERICA INTERNATIONAL, INC.
                            NONQUALIFIED SAVINGS PLAN
                            (Full title of the plan)
  
                         ------------------------------
  
                                DANIEL R. FEEHAN
                       PRESIDENT AND CHIEF OPERATING OFFICER
                          CASH AMERICA INTERNATIONAL, INC.
                                1600 WEST 7TH STREET
                              FORT WORTH, TEXAS 76102
                      (Name and address of agent for service)
  
                                   (817) 335-1100
            (Telephone number including area code, of agent for service)
  
                          CALCULATION OF REGISTRATION FEE
  ====================================================================================================================================
                                                     Amount           Proposed maximum        Proposed maximum
             Title of securities                      to be            offering price            aggregate            Amount of
               to be registered                   registered(1)         per share(2)         offering price(2)     registration fee 
  ------------------------------------------------------------------------------------------------------------------------------------
  Common Stock, par value $.10 per share        200,000 shares            $8.875                $1,775,000              $538
  ====================================================================================================================================
  (1)      Consists of 200,000 shares of Common Stock reserved for issuance to
           key management employees of Cash America International, Inc. and its
           subsidiaries pursuant to the Cash America International, Inc.
           Nonqualified Savings Plan.  In addition, pursuant to Rule 416(c) 
           under the Securities Act of 1933, this Registration Statement also 
           covers an indeterminant amount of interests to be offered or sold 
           pursuant to the employee benefit plan described herein.
  
  (2)      Estimated pursuant to Rule 457(c) and (h) solely for the purposes of
           computing the registration fee based upon the average of the high and
           low prices for the Common Stock quoted on the New York Stock Exchange,
           Inc. on April 28, 1997 under the Securities Act of 1933, as amended.
  2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  Item 1.  Plan Information*
  
  Item 2.  Registrant Information and Employee Plan Annual Information*
  
                                      PART II
  
                   INFORMATION REQUIRED IN REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Certain Documents by Reference.
  
           Cash America International, Inc. (the "Company") hereby incorporates
  by reference in this Registration Statement the following documents previously
  filed with the Securities and Exchange Commission (the "Commission");
  
           (1)     The Company's Annual Report on Form 10-K for the year ended
  December 31, 1996;
  
           (2)     All documents subsequently filed by the Company with the
  Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
  Exchange Act of 1934, as amended (the "Exchange Act") prior to the filing of a
  post- effective amendment which indicates that all securities offered have been
  sold or which de-registers all securities then remaining that are unsold, shall
  be deemed to be incorporated by reference in this Registration Statement and to
  be a part thereof from the date of filing of such documents;
  
           (3)     The description of the Company's Common Stock contained in the
  Company's registration statement on Form 8-A filed with the Commission on
  October 5, 1987; and
  
           Any statement contained in this Registration Statement, in an
  amendment hereto or in a document 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, in any subsequently filed
  amendment to this Registration Statement or in any document that also is
  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.
  
  --------------------
  *        Information required by Part I and contained in the Section 10(a)
           Prospectus is omitted from this Registration Statement in accordance
           with Rule 428 of the Securities Act of 1933, as amended, and the Note
           to Part I of Form S-8.
  
                                         1
  3
  Item 5.  Interest of Named Experts and Counsel
  
           None.
  
  Item 6.  Indemnification of Directors and Officers.
  
           The Company has authority under Articles 2.02(A)16 and 2.02-1 of the
  Texas Business Corporation Act to indemnify its directors and officers to the
  extent provided for in such statute.  The Company's Bylaws provide for
  indemnification of directors and officers to the fullest extent permitted by
  said provisions of the Texas Business Corporation Act.  The Company believes
  that indemnification under its Bylaws covers at least negligence by indemnified
  parties, and permits the Company to advance litigation expenses in the case of
  shareholder derivative actions or other actions, against an undertaking by the
  indemnified party to repay such advances if it is ultimately determined that
  the indemnified party is not entitled to indemnification.  The Company's Bylaws
  permit the Company to purchase and maintain liability, indemnification and/or
  other similar insurance.
  
  Item 7.  Exemption from Registration Statement Claimed.
  
           Not Applicable
  
  Item 8.  Exhibits.
  
           The following documents are filed as a part of this Registration
  Statement.  Those exhibits previously filed and incorporated herein by
  reference are identified below by footnotes.
  Exhibit            Description
         -------            -----------
  4.1              Articles of Incorporation of Cash America Investments, Inc. filed in the office of the
                            Secretary of State of Texas on October 4, 1984. (a) (Exhibit 3.1)
  
           4.2              Articles of Amendment to the Articles of Incorporation of Cash America Investments, Inc. filed
                            in the office of the Secretary of State of Texas on October 26, 1984. (a) (Exhibit 3.2)
  
           4.3              Articles of Amendment to the Articles of Incorporation of Cash America Investments, Inc. filed
                            in the office of the Secretary of State of Texas on September 24, 1986.  (a) (Exhibit 3.3)
  
           4.4              Articles of Amendment to the Articles of Incorporation of Cash America Investments, Inc. filed
                            in the office of the Secretary of State of Texas on September 30, 1987.  (b) (Exhibit 3.4)
  
           4.5              Articles of Amendment to the Articles of Incorporation of Cash America Investments, Inc. filed
                            in the office of the Secretary of State of Texas on April 23, 1992 to change the Company's name
                            to "Cash America International, Inc."  (c) (Exhibit 3.5)
  
           4.6              Articles of Amendment to Articles of Incorporation of Cash America International, Inc. filed in
                            the office of the Secretary of State of Texas on May 31, 1993. (d) (Exhibit 3.6)
  2
  4
  4.7              Bylaws of Cash America International, Inc.  (e) (Exhibit 3.5)
  
           4.8              Amendment to Bylaws of Cash America International, Inc. dated effective September 26, 1990.
                            (f) (Exhibit 3.6)
  
           4.9              Amendment to Bylaws of Cash America International, Inc. dated effective April 22, 1992.  (c)
                            (Exhibit 3.8)
  
           4.10             Form of Stock Certificate. (a) (Exhibit 4.1)
  
           4.11             Form of Stock Certificate. (f) (Exhibit 4.1a)
  
           4.12             Form of Stock Certificate. (c) (Exhibit 4.1b)
  
           4.13             The Company's Nonqualified Savings Plan.
  
           5.1              Opinion of Jenkens & Gilchrist, a Professional Corporation.
  
           23.1             Consent of Jenkens & Gilchrist, a Professional Corporation. (included in their opinion filed as
                            Exhibit 5.1)
  
           23.2             Consent of Coopers & Lybrand L.L.P.
  
           24.1             Power of Attorney. (see signature page of this Registration Statement)
  Certain Exhibits are incorporated by reference to the Exhibits shown in
  parenthesis contained in the Company's following filings with the Securities
  and Exchange Commission:
  
           (a)     Registration Statement on Form S-1, File No. 33-10752.
  
           (b)     Amendment No. 1 to its Registration  Statement on Form S-4,
                   File No. 33-17275.
  
           (c)     Annual Report on Form 10-K for the year ended December 31, 
                   1992.
  
           (d)     Annual Report on Form 10-K for the year ended December 31, 
                   1993.
  
           (e)     Post-Effective Amendment No. 1 to its Registration Statement
                   on Form S-4, File No. 33-17275.
  
           (f)     Annual Report on Form 10-K for the year ended December 31, 
                   1990.
  
                                         3
  5
  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 of 1933;
  
               (ii)         To reflect in the prospectus any facts or events
                            arising after the effective date of this Registration
                            Statement (or the most recent post-effective
                            amendment thereof) that, individually or in the
                            aggregate, represent a fundamental change in the
                            information set forth in this Registration Statement;
  
              (iii)         To include any material information with respect to
                            the plan of distribution not previously disclosed in
                            this Registration Statement or any material change to
                            such information in this Registration Statement;
  
  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
  this Registration Statement, and the information required to be included in a
  post-effective amendment by those paragraphs, is contained in periodic reports
  filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange
  Act that are incorporated by reference in this Registration Statement.
  
           (2)     That, for the purpose of determining any liability under the
  Securities Act of 1933, as amended (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; and
  
           (3)     To remove from this Registration Statement by means of a
  post-effective amendment any securities being registered that remain unsold at
  the termination of the offering.
  
           B.      The undersigned registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act, each filing of
  the registrant's annual report pursuant to section 13(a) or section 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 this 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 foregoing provisions or otherwise, the
  registrant has been advised that in the opinion of the 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
  
                                         4
  6
  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 of 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.
  
                                         5
  7
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, the registrant
  certifies that it has reasonable grounds to believe that it meets all 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 on April 30, 1997:
  
                                          CASH AMERICA INTERNATIONAL, INC.
  
                                          By: /s/ Daniel R. Feehan 
                                             --------------------------------
                                              Daniel R. Feehan 
                                              President and Chief
                                              Operating Officer
  
                                 POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
  appears below hereby constitutes and appoints Jack R. Daugherty and Daniel R.
  Feehan, and each of them, each with full power to act without the other, his
  true and lawful attorneys-in-fact and agents, each with full power of
  substitution and resubstitution for him and in his name, place and stead, in
  any and all capacities, to sign any or all amendments to this Registration
  Statement, and to file the same with all exhibits thereto and other documents
  in connection therewith, with the Commission, granting unto each of said
  attorneys-in-fact and agents full power and authority to do and perform each
  and every act and thing requisite and necessary to be done in connection
  therewith, as fully to all intents and purposes as he might or could do in
  person hereby ratifying and confirming that each of said attorneys-in-fact and
  agents or his substitutes may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed by the following persons in the capacities and on the
  dates included:
  SIGNATURE                                  CAPACITY                              DATE
  ---------                                  --------                              ----
  /s/ Jack R. Daugherty                      Chairman of the Board             April 30, 1997
  ----------------------------------         of Directors and Chief                          
  Jack R. Daugherty                          Executive Officer (Principal  
                                             Executive Officer)            
                                                                           
  /s/ Daniel R. Feehan                       President, Chief Operating        April 30, 1997
  ----------------------------------         Officer and Director                                    
  Daniel R. Feehan                                                
  
  /s/ James H. Kauffman                      Executive Vice President,         April 30, 1997
  ----------------------------------         Chief Financial Officer                                 
  James H. Kauffman                          (Principal Financial     
                                             and Accounting Officer)  
                                                                      
  /s/ A. R. Dike                             Director                          April 30, 1997
  ----------------------------------                                                                         
  A. R. Dike
  8
  /s/ James H. Graves                        Director                                  April 30,  1997
  ----------------------------------                                                                  
  James H. Graves
  
  /s/ B. D. Hunter                           Director                                  April 30, 1997
  ----------------------------------                                                                 
  B. D. Hunter
  
  /s/ Alfred M. Micallef                     Director                                  April 30, 1997
  ----------------------------------                                                                 
  Alfred M. Micallef
  
  /s/ Carl P. Motheral                       Director                                  April 30, 1997
  ----------------------------------                                                                 
  Carl P. Motheral
  
  /s/ Samuel W. Rizzo                        Director                                  April 30, 1997
  ----------------------------------                                                                 
  Samuel W. Rizzo
  
  /s/ Rosalin Rogers                         Director                                  April 30, 1997
  ----------------------------------                                                                 
  Rosalin Rogers
  9
           THE PLAN.  Pursuant to the requirements of the Securities Act of 1933,
  as amended, the trustee of the Cash America International, Inc. Nonqualified
  Savings Plan has duly caused this Registration Statement to be signed on its
  behalf by the undersigned, thereunto duly authorized on April 30, 1997.
  
                                          CASH AMERICA INTERNATIONAL, INC.
                                          NONQUALIFIED SAVINGS PLAN
  
                                          By:  Cash America International,
                                               Inc.  Plan Administrator
  
                                          By:    /s/ Hugh A. Simpson 
                                             --------------------------------
                                                 Hugh A. Simpson,         
                                                 Vice President - General 
                                                 Counsel and Secretary
  10
                                 INDEX TO EXHIBITS
  Exhibit                  Description                                        Page No.
  -------                  -----------                                        --------
  4.13             The Company's Nonqualified Savings Plan.
  
  5.1              Opinion of Jenkens & Gilchrist, a Professional Corporation.
  
  23.2             Consent of Coopers & Lybrand L.L.P.