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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
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INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS
THERETO FILED PURSUANT TO 13d-2 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
ACE CASH EXPRESS, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
004403101
(CUSIP Number)
December 31, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
___________
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover
page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
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Schedule 13G PAGE 3 of 6
CUSIP No. 004403101
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Morgens, Waterfall, Vintiadis & Co., Inc.
132674766
________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
________________________________________________________________________
(3) SEC USE ONLY
________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
502,500
SHARES _________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
0
OWNED BY _________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
502,500
REPORTING _________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
0
________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
502,500
________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.0%
________________________________________________________________________
(12) TYPE OF REPORTING PERSON
IA
________________________________________________________________________
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Schedule 13G PAGE 4 OF 6
CUSIP No. 004403101
ITEM 1(a). NAME OF ISSUER:
ACE CASH EXPRESS, INC.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1231 Greenway Drive, Suite 800, Irving, Texas 75038
ITEM 2(a). NAME OF PERSON FILING:
Morgens, Waterfall, Vintiadis & Co., Inc.
ITEM 2(b). ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE:
The business address of Morgens, Waterfall, Vintiadis &
Co., Inc. is 10 East 50th St., New York NY 10022.
ITEM 2(c). CITIZENSHIP:
New York
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
common stock, par value $.01 per share
ITEM 2(e). CUSIP NUMBER:
004403101
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO 13d-1(b) OR 13d-2(b) OR
(c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the
Act
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940
(e) [X] Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940: see Rule 13d-
1(b)(1)(ii)(E)
(f) [ ] Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see Rule
13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with Rule 13d-
1(b)(ii)(G);
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Schedule 13G PAGE 5 OF 6
CUSIP No. 004403101
(h) [ ] Savings Associations as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(i) [ ] Church Plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the
Investment Company Act of 1940;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
IF THIS STATEMENT IS FILED PURSUANT TO Rule 13d-1(c),
CHECK THIS BOX. [ ]
ITEM 4. OWNERSHIP.
Morgens, Waterfall, Vintiadis & Co., Inc. ("MWV & Co.")
(a) Amount beneficially owned: 502,500
(b) Percent of class: 5.0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
502,500
(ii) shared power to vote or to direct the vote
0
(iii) sole power to dispose or to direct the
disposition of
502,500
(iv) shared power to dispose or to direct the
disposition
0
MWV & Co., an investment adviser registered under Section
203 of the Investment Advisers Act of 1940, as amended,
holds for the accounts of its investment advisory clients,
and thereby beneficially owns, within the meaning of Rule
13d-3 under the Securities Exchange Act of 1934, the
foregoing shares of Common Stock.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
This Schedule 13G is filed by MWV & Co. with respect to
Common Stock purchased by MWV & Co. on behalf of MWV & Co.'s
investment advisory clients. There is no agreement or
understanding among such clients to act together for the
purpose of acquiring, holding, voting or disposing of any
such securities. Each such client has the right
to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the securities held
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Schedule 13G PAGE 6 OF 6
CUSIP No. 004403101
in such person's account. No such client has any
of the foregoing rights with respect to more than
five percent of the class of securities identified in
Item 2(d).
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(c))
By signing below the Reporting Person certifies that, to the
best of its knowledge and belief, the securities referred to above were
not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and
were not acquired and not held in connection with or as a participant in
any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
DATED: September 30, 1999
/s/ John C. "Bruce" Waterfall,
as President, on behalf of
Morgens, Waterfall, Vindiatis
& Co., Inc.
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