UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): ~~January~~May 1826, 2010

GAINSCO, INC.

(Exact Name of Registrant as Specified in Charter)

Texas	001-09828	75-1617013
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3333 Lee Parkway, Suite 1200, Dallas, Texas		75219
(Address of Principal Executive Offices)		(Zip Code)

3333 Lee Parkway, Suite 1200, Dallas, Texas		75219
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (972) 629-4301

~~Registrant’s~~Not ~~telephone~~Applicable ~~number, including area code: (972) 629-4400~~

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

¨	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))

~~Section 1—Registrant’s~~Item ~~Business~~5.03. ~~and~~Amendments ~~Operations~~to Articles of Incorporation or Bylaws; Change in Fiscal Year.

~~Item~~On 1May 27, 2010, the Registrant filed Restated Articles of Formation (“Restated Articles”) with the office of the Secretary of State of the State of Texas.01 The Restated Articles, which were effective upon filing, reflect adoption of all of the amendments proposed at the Annual Meeting of Shareholders which was held on May 26, 2010. ~~Entry~~A ~~into~~copy aof ~~Material~~the ~~Definitive~~Restated ~~Agreement~~Articles is filed as an exhibit to this Report.

OnItem ~~January 18, 2010, the Corporate Governance Committee of the Board of Directors of GAINSCO, INC~~5. ~~(“the “Company”) authorized the Company to enter into a Sponsorship Agreement with Stallings Capital Group Consultants, Ltd~~07. ~~dba~~Submission ~~Bob~~of ~~Stallings~~Matters ~~Racing (“Stallings Racing”),~~ to ~~continue the Company’s role as the primary sponsor of~~ a ~~Daytona~~Vote ~~Prototype Series racing team through December 31, 2010. The Sponsorship Agreement provides that, in consideration~~ of ~~the~~Security payment by the Company of a sponsorship fee of $750,000, the Company will receive various benefits customary for sponsors of Daytona Prototype Series racing teams, including rights relating to signage on team equipment and access for customers and agents to race facilities at which the racing team participatesHolders. ~~The fee is payable in an initial installment of $350,000 due on February 1, 2010 and ten equal monthly installments of $40,000 beginning March 1, 2010.~~

~~The~~On ~~Company~~May 26, ~~uses~~2010 ~~this~~the ~~sponsorship~~Company toheld ~~build~~its ~~brand~~Annual ~~awareness~~Meeting ~~and~~of ~~advance the Company’s distribution strategies~~Shareholders. ~~The~~At ~~new~~the ~~Sponsorship~~Annual ~~Agreement~~Meeting isaction ~~effective~~was ~~January 1,~~taken ~~2010~~on ~~and~~six ~~replaces~~items aof ~~similar~~business, ~~agreement~~with ~~that~~the ~~was~~voting results ~~effective~~shown ~~through December 31, 2009~~below.

~~Stallings Racing is owned and controlled by Robert W~~1. ~~Stallings, the Executive Chairman of the Company.~~ The ~~Corporate~~directors ~~Governance~~listed ~~Committee is~~below ~~composed~~were ofelected ~~three~~to ~~independent~~serve ~~directors~~for of the ~~Company~~ensuing ~~and~~year ~~is empowered to review~~ and ~~approve~~until ortheir ~~disapprove,~~successors orare ~~impose~~duly ~~conditions~~elected ~~on, any transaction or series of transactions involving the Company~~ and ~~any related party. Mr. Stallings did not participate in the deliberations regarding the Sponsorship Agreement.~~ qualified:

In authorizing the agreement, the Corporate Governance Committee considered Mr. Stallings’ role and concluded that, under the circumstances, the Sponsorship Agreement is fair to, and in the best interests of, the Company. The Sponsorship Agreement contains provisions protecting the Company’s interests, including a termination provision that permits the Company unilaterally to terminate the agreement at any time and thereby cease making installment payments of the sponsorship fee.


Name of Director	Votes For	Votes Withheld	Broker Non-Votes
Glenn W. Anderson	3,814,012	6,541	659,600
Robert J. Boulware	3,813,728	6,825	659,600
John C. Goff	3,766,988	53,565	659,600
Joel C. Puckett	3,813,188	7,365	659,600
Robert W. Stallings	3,814,093	6,460	659,600
John H. Williams	3,813,788	6,765	659,600

A2. ~~copy~~Amendments ofto the ~~Sponsorship~~Registrant’s ~~Agreement~~Restated isArticles ~~attached~~of ~~hereto~~Incorporation, as ~~Exhibit~~amended ~~10.41. The foregoing description of such document is only a summary and is qualified in~~ (the ~~entirety~~“Existing byArticles”), ~~the~~that ~~full~~conform ~~text~~to of the ~~agreement,~~Texas ~~which~~Business isOrganizations ~~incorporated by reference herein.~~ Code:


Votes For	Votes Against	Abstentions	Broker Non-Votes
4,476,978	2,797	378	0

An amendment to the Existing Articles that deletes references to previous reverse stock splits:


Votes For	Votes Against	Abstentions	Broker Non-Votes
4,226,257	244,098	9,798	0

An amendment to the Existing Articles to update the provisions pertaining to indemnification of officers and directors:


Votes For	Votes Against	Abstentions	Broker Non-Votes
4,133,925	336,348	9,880	0

An amendment to the Existing Articles to set the number of shareholder votes for certain actions:


Votes For	Votes Against	Abstentions	Broker Non-Votes
4,127,735	342,954	9,464	0

An amendment to the Existing Articles to update the provisions pertaining to limitation of liability of directors:


Votes For	Votes Against	Abstentions	Broker Non-Votes
4,231,583	247,872	698	0

Section 9—Financial Statements and Exhibits

Item 9.01.

Financial Statements and Exhibits.

ExhibitNumber		Description of Exhibit
10.41		Sponsorship Agreement effective January 1, 2010, by and between Stallings Capital Group Consultants, Ltd. and GAINSCO, INC. (1)

(d) Exhibits

(1) Filed herewith


Exhibit		Description

3.9		Restated Certificate of Formation of GAINSCO, INC. as filed with the Secretary of State of the State of Texas on May 27, 2010 (filed herewith).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Company~~Corporation has duly caused this report to be signed on its behalf by ~~the~~ the undersigned hereunto duly authorized.

GAINSCO, INC. /S/ ~~GLENN~~DANIEL WJ. ~~ANDERSON~~COOTS ~~Glenn~~Daniel WJ. ~~Anderson~~Coots, Senior Vice President, Treasurer and Chief ~~Executive~~Financial Officer

DATED: ~~January~~June 212, 2010

EXHIBIT INDEX

ExhibitNo.		Exhibit
Exhibit		Description
10.41		Sponsorship Agreement effective January 1, 2010, by and between Stallings Capital Group Consultants, Ltd. and GAINSCO, INC. (1)
3.9		Restated Certificate of Formation of GAINSCO, INC. as filed with the Secretary of State of the State of Texas on May 27, 2010 (filed herewith).

~~(1)~~5 ~~Filed herewith~~

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