________________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~February 2312, ~~2008~~2009

~~CompuCredit Corporation~~COMPUCREDIT CORPORATION

(Exact name of registrant as specified in its charter)

~~Georgia~~	~~000-25751~~Georgia	58000-~~2336689~~25751	58-2336689
~~(State or other jurisdiction of incorporation)~~	(~~Commission~~State ~~File~~or ~~Number~~other jurisdiction of incorporation)	(~~I.R.S.~~Commission ~~Employer~~FIle ~~Identification No.~~Number)	(I.R.S. Employer Identification No.)

Five Concourse Parkway, Suite 400, Atlanta, Georgia, 30328

(Address of principal executive offices)

Registrant's telephone number, including area code: 770-828-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~________________________________________________________________________~~Item 2.02. Results of Operations and Financial Condition.

All of the information furnished in Item 19.01. ~~Entry~~of this report, including the accompanying exhibit, are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise and shall not be incorporated by reference into aany ~~Material~~filing ~~Definitive~~under the ~~Agreement~~Securities Act of 1933, as amended, except to the extent expressly set forth by specific reference in such filing.

AsOn ~~described~~February ~~in Item 5.02 below~~12, ~~on December 23~~2009, ~~2008,~~ CompuCredit Corporation (the “Company”) ~~amended~~issued ~~and~~a ~~restated~~news ~~its~~release reporting ~~existing~~the ~~employment~~financial ~~agreements~~results ~~with each~~ of ~~David~~ G.the ~~Hanna~~Company ~~(Chief~~for ~~Executive~~the ~~Officer),~~three ~~J.Paul~~and ~~Whitehead,~~twelve ~~III (Chief Financial~~months ~~Officer),~~ended ~~Richard~~December ~~W. Gilbert (Chief Operating Officer)~~31, ~~Richard R~~2008. ~~House,~~A ~~Jr. (President)~~copy and Krishnakumar Srinivasan (President – Credit Cards) (each an “Executive” and together the “Executives”). The Executives’ employment agreements were amended and restated to comply with the requirements of ~~Section 409A of~~ the ~~Internal~~news ~~Revenue~~release ~~Code~~is ofattached ~~1986,~~ as ~~amended~~Exhibit ~~(the “Code”)~~99. ~~The~~1 and ~~disclosure in Item 5.02 below~~ is ~~hereby~~ incorporated herein by ~~reference~~ ~~into this Item 1~~reference.~~01.~~

Item 5 9.0201. Financial Statements ~~Departure~~and ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Exhibits.

(e) On December 23, 2008, the Company entered into amended and restated employment agreements with each Executive to comply with the requirements of Section 409A of the Code. The amendments to the employment agreements:

· provide for definitive provisions regarding the timing and form of payments; and

· add, as appropriate, the required delay for payments upon a “separation of service.”

The summary of the amended and restated employment agreements set forth above is qualified in its entirety by reference to the text of the amended and restated employment agreements, copies of which are attached to this Form 8-K as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description of Exhibit
10.1		Employment Agreement with David G. Hanna
10.2		Employment Agreement with J. Paul Whitehead, III
10.3		Employment Agreement with Richard W. Gilbert
10.4		Employment Agreement with Richard R. House, Jr.
10.5		Employment Agreement with Krishnakumar Srinivasan

Exhibit 99.1

News release reporting results for the three and twelve months ended December 31, 2008, issued by Company on February 12, 2009.

SIGNATURES

Pursuant to 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 thereunto duly authorized.

		COMPUCREDIT CORPORATION	~~COMPUCREDIT CORPORATION~~
Dated: December 29, 2008		By:	/s/ J. Paul Whitehead, III
Dated: February 12, 2009	By:	/s/ J. Paul Whitehead, III
	Name:	~~Name:~~J. Paul Whitehead, III	~~J. Paul Whitehead, III~~
	Title:	~~Title:~~Chief Financial Officer	~~Chief Financial Officer~~

EXHIBIT INDEX

Form 8-K

~~December~~February 2912, ~~2008~~2009

		Filed		~~Filed~~
Exhibit No.	Description	~~Description~~Herewith	By Reference	~~Herewith~~	~~By Reference~~
10.1		Amended and Restated Employment Agreement, dated as of December 23, 2008, by and between CompuCredit Corporation and David G. Hanna		X
99.1	News release reporting results for the three and twelve months ended December 31, 2008, issued by Company on February 12, 2009.	X
10.2		Amended and Restated Employment Agreement, dated as of December 23, 2008, by and between CompuCredit Corporation and J.Paul Whitehead, III		X
10.3		Amended and Restated Employment Agreement, dated as of December 23, 2008, by and between CompuCredit Corporation and Richard W. Gilbert		X
10.4		Amended and Restated Employment Agreement, dated as of December 23, 2008, by and between CompuCredit Corporation and Richard R. House, Jr.		X
10.5		Amended and Restated Employment Agreement, dated as of December 23, 2008, by and between CompuCredit Corporation and Krishnakumar Srinivasan		X

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