SC 13D

UNITED STATES	OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
Washington, D.C. 20549	Expires: December 31, 2005
SCHEDULE 13D	Estimated average burden hours per response. . 11

Under the Securities Exchange Act of 1934
(Amendment No.     )*

Advance America, Cash Advance Centers, Inc.

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

00739W 10 7

(CUSIP Number)

William M. Webster, IV
135 North Church Street, Spartanburg, SC  29306
(864) 342-5600

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 21, 2004

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* 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 disclosures provided in a prior cover page.

The information required on 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).

CUSIP No.   00739W 10 7
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) William M Webster, IV
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 4,626,693 Shares
			8.	Shared Voting Power  0 Shares
			9.	Sole Dispositive Power  4,626,693 Shares
			10.	Shared Dispositive Power  0 Shares
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person  4,626,693 Shares
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11)  5.5%
	14.	Type of Reporting Person (See Instructions) IN

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Item 1.	Security and Issuer
	This statement relates to the common stock, par value $.01 per share (the “Common Stock”), of Advance America, Cash Advance Centers, Inc., a Delaware corporation (the “Company”), which has its principal executive offices at 135 North Church Street, Spartanburg, South Carolina  29306.
Item 2.	Identity and Background
	This statement is being filed by William M. Webster, IV (“Mr. Webster” or the “Reporting Person”).  Mr. Webster’s principal occupation is Chief Executive Officer and director of the Company, at the address set forth for the Company, above.  Mr. Webster is a citizen of the United States of America.
	During the past five years, Mr. Webster has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
Item 3.	Source and Amount of Funds or Other Consideration
	Mr. Webster is a co-founder of the Company and holds directly his shares of Common Stock acquired in connection with founding the Company.  Mr. Webster contributed personal funds in exchange for those shares.
	In connection with, and as part of, the Company’s initial public offering (the “IPO”), which was consummated on December 21, 2004, Mr. Webster sold 872,611 shares of Common Stock.
	Concurrently with the closing of the IPO and pursuant to a contribution agreement dated December 15, 2004, Mr. Webster acquired 3,702 shares of Common Stock in exchange for his membership interests in Church and Commerce, LLC, which is the owner of the building in Spartanburg, South Carolina, leased by the Company for use as its headquarters.  The Company also formally assumed the mortgage of approximately $6.6 million at September 30, 2004, on that headquarters building and related land.  This transaction was approved by a majority of the disinterested members of the Company’s board of directors, after consideration of an appraisal of that building by an independent firm.
Item 4.	Purpose of Transaction
	Mr. Webster acquired the shares of Common Stock beneficially owned by him for the purpose of investment.
	Mr. Webster does not have present plans or proposals that relate to or would result in any of the following (although Mr. Webster reserves the right to develop such plans or proposals or any other plans relating to the Company and to take action with respect thereto):  (i) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (ii) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Company or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (iv) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (v) any material change in the present capitalization or dividend policy of the Company; (vi) any other material change in the Company’s business or corporate structure; (vii) changes in the Company’s certificate of incorporation, bylaws, or instruments corresponding thereto or other actions that may impede the acquisition of control of the Company by any person; (viii) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (x) any action similar to any of those enumerated above.
Item 5.	Interest in Securities of the Issuer
	Mr. Webster currently beneficially owns directly 4,626,693 shares of Common Stock, representing approximately 5.5% of the issued and outstanding Common Stock.
	Except as described in Item 3, no transactions in Common Stock were effected during the past 60 days by the Reporting Person.

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Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	As partial consideration for the underwriters’ agreement to purchase and undertake the IPO, Mr. Webster delivered a letter agreement dated on or before December 15, 2004 (the “Lock-up Agreement”) to Morgan Stanley & Co. Incorporated (“Morgan Stanley”), as representative of the several underwriters, whereby Mr. Webster has agreed that, subject to certain exceptions, without the prior written consent of Morgan Stanley on behalf of the Underwriters, he will not, during the period commencing on December 15, 2004, and ending on June 13, 2005, (1) sell, transfer, or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (2) file any registration statement with the SEC relating to the offering of any shares of Common Stock or any securities convertible or exchangeable for shares of Common Stock, or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock.  A copy of the form of Lock-up Agreement is attached hereto as Exhibit 1 and is incorporated herein by reference.
	Mr. Webster is party to a registration rights agreement (the “Registration Agreement”), dated December 21, 2004, among the Company and certain of its stockholders (all parties other than the Company, collectively with Mr. Webster, the “Stockholders”).  Pursuant to the Registration Agreement, and after the Lock-up Agreements expire, the Stockholders may demand that the Company register under the Securities Act of 1933, as amended, for resale, including pursuant to an underwritten offering, all or a portion of the shares of Common Stock owned by the Stockholders.  Pursuant to the Registration Agreement, the Company is required to pay all registration expenses required to register the shares of the Stockholders, subject to certain limitations.  A copy of the form of Registration Agreement is attached hereto as Exhibit 2 and is incorporated herein by reference.
	See Items 2 and 3 for additional information that may be required by this Item 6.
Item 7.	Material to Be Filed as Exhibits
	Exhibit 1:                Form of Lock-up Agreement delivered by Mr. Webster to Morgan Stanley imposing certain restrictions on the transfer of shares of Common Stock.
	Exhibit 2:                Form of Registration Rights Agreement among the Company, Mr. Webster, and certain other of the Company’s stockholders (incorporated herein by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1, as amended, filed with the Securities and Exchange Commission on August 13, 2004 (File No. 333-118227)).

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

December 23, 2004

Date

/s/ WILLIAM M. WEBSTER, IV

Signature

William M. Webster, IV

Name/Title

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Exhibit Index

Exhibit 1 Form of Lock-up Agreement delivered by Mr. Webster to Morgan Stanley imposing certain restrictions on the transfer of shares of Common Stock.

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EX-1

EXHIBIT 1

FORM OF

LOCK-UP AGREEMENT

Morgan Stanley & Co. Incorporated

Banc of America Securities LLC

Wachovia Capital Markets, LLC

Allen & Company LLC

Stephens Inc.

Wells Fargo Securities, LLC

Ferris, Baker Watts, Incorporated

JMP Securities LLC

Thomas Weisel Partners LLC

c/o Morgan Stanley & Co. Incorporated

1585 Broadway

New York, NY 10036

Dear Sirs and Mesdames:

The undersigned understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Advance America, Cash Advance Centers, Inc.,  a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley (the “Underwriters”), of 21,500,000 shares (the “Shares”) of the common stock $.01 par value per share of the Company (the “Common Stock”) pursuant to a Registration Statement on Form S-1 to be filed with the Security and Exchange Commission (the “SEC”).

To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Morgan Stanley on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 180 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (2) file any registration statement with the SEC relating to the offering of any shares of common stock or any securities convertible or exchangeable for shares of common stock or (3) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise.  The foregoing sentence shall not apply to (a) the sale of any

Shares to the Underwriters pursuant to the Underwriting Agreement, (b) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering, (c) the issuance by the Company of shares of Common Stock in exchange for the membership interests of Church and Commerce, LLC and two airplanes owned by Wyoming Associates, Inc., as described in the Prospectus under the caption “Certain Relationships and Related Party Transactions”, provided that each recipient of such shares shall sign and deliver a lock-up letter substantially in the form hereof, (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provided that no sales or other transfers occur under such plan during the restricted period referred to above in this paragraph, (e) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift or for no consideration, (f) transfers of shares of Common Stock to any trust for the direct or indirect benefit of the undersigned or an immediate family of the undersigned or from any trust to a  beneficiary of such trust, (g) transfers of shares of Common Stock if the undersigned is a corporation, partnership, limited liability company, association or other entity, the undersigned may transfer the shares of Common Stock held by the undersigned to any of its (w) stockholders, (x) subsidiaries, (y) affiliates or (z) in the case of a partnership, any of the partners of such partnership or any of the partners of the general partner of such partnership or (h) transfers of shares of Common Stock with the prior written consent of Morgan Stanley on behalf of the Underwriters; provided that, (i) in case of any transfer pursuant to clauses (e), (f) or (g), in each case each transferee shall sign and deliver a lock-up letter substantially in the form of hereof, (ii) in the case of any transfer pursuant to clause (e), (f) or (g), in each case the transferor shall not be required to, and shall not voluntarily, file a report under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock during the restricted period referred to above in this paragraph and (iii) in the case of any transfer pursuant to clause (f) or (g), in each case such transfer shall not involve a disposition for value.  In addition, the undersigned agrees that, without the prior written consent of Morgan Stanley on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 180 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.  The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions.  Notwithstanding the foregoing, if (1) during the last 17 days of the 180 day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180 day restricted period, the Company announces that it will release earnings results during the 16 day period beginning on the last day of the 180 day period, the restrictions imposed by this letter shall continue to apply until the expiration of the 18 day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

The undersigned understands that the Company and the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offering.  The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions.  Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters. This letter shall lapse and become null and void if the first closing Public Offering shall not have occurred on or prior to January 31, 2005.

[Signature Follows]

Very truly yours,
	(Name)
	(Authorized Signature)
	(Address)