SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* GREEN EQUITY INVESTORS II LP (Last) (First) (Middle) 11111 SANTA MONICA BOULEVARD SUITE 2000 (Street) LOS ANGELES CA 90025 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/27/2005	3. Issuer Name and Ticker or Trading Symbol DOLLAR FINANCIAL CORP [ DLLR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001 per share	7,223,290(1)	D(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* GREEN EQUITY INVESTORS II LP (Last) (First) (Middle) 11111 SANTA MONICA BOULEVARD SUITE 2000 (Street) LOS ANGELES CA 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GRAND AVENUE CAPITAL CORP (Last) (First) (Middle) 11111 SANTA MONICA BOULEVARD SUITE 2000 (Street) LOS ANGELES CA 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LEONARD GREEN PARTNERS LP (Last) (First) (Middle) 11111 SANTA MONICA BOULEVARD SUITE 2000 (Street) LOS ANGELES CA 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LGP MANAGEMENT INC (Last) (First) (Middle) 11111 SANTA MONICA BOULEVARD SUITE 2000 (Street) LOS ANGELES CA 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Grand Avenue Capital Partners, L.P. (Last) (First) (Middle) 11111 SANTA MONICA BOULEVARD SUITE 2000 (Street) LOS ANGELES CA 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Prior to consummation of the Issuer's initial public offering of its common stock, par value $0.001 per share (the "Common Stock"), the Common Stock will undergo a 555-for-1 split. The amount of securities beneficially owned by the reporting persons reported on this Form 3 reflects the number of shares of Common Stock that the reporting persons will beneficially own upon consummation of the stock split.

2. Green Equity Investors II, L.P. ("GEI") is the direct owner of 7,223,290 shares of Common Stock of the Issuer (the "Shares"). Grand Avenue Capital Partners, L.P. ("GACP") is the general partner of GEI. Grand Avenue Capital Corporation ("GACC") is the general partner of GACP. Leonard Green & Partners, L.P. ("LGP") is the management company of GEI. LGP Management, Inc. ("LGPM") is the general partner of LGP.

3. Each of GACP, GACC, LGP and LGPM, directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owners of the Shares owned by GEI and, therefore, a "ten percent holder" hereunder. Each of GACP, GACC, LGP and LGPM disclaims beneficial ownership of the Shares reported herein, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

Remarks:

Exhibit List: Exhibit 24 -- Power of Attorney

	/s/ Jonathan D. Sokoloff, as Vice President of Grand Avenue Capital Partners, L.P., General Partner of Green Equity Investors II, L.P.	01/27/2005
	/s/ Jonathan D. Sokoloff, as Vice President of Grand Avenue Capital Corporation, General Partner of Grand Avenue Capital Partners, L.P.	01/27/2005
	/s/ Jonathan D. Sokoloff, as Vice President of Grand Avenue Capital Corporation	01/27/2005
	/s/ Jonathan D. Sokoloff, as Vice President of LGP Management, Inc., General Partner of Leonard Green & Partners, L.P.	01/27/2005
	/s/ Jonathan D. Sokoloff, as Vice President of LGP Management, Inc.	01/27/2005
	** Signature of Reporting Person	Date
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