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): ~~May~~November 269, 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

Not Applicable

(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))

Item 5 1.~~03.~~01 ~~Amendments~~Entry tointo ~~Articles~~a Material ofDefinitive ~~Incorporation or Bylaws; Change in Fiscal Year~~Agreement.

On ~~May~~November 279, 2010, effective September 30, 2010, GAINSCO, INC. (the “Corporation”) ~~Registrant~~entered ~~filed~~into ~~Restated~~the ~~Articles~~Fourth ofAmendment ~~Formation~~to Credit Agreement (“~~Restated~~Fourth ~~Articles~~Amendment”) ~~with~~by and among the ~~office~~Company, ofNational ~~the~~Specialty ~~Secretary~~Lines, ofInc., ~~State~~a Florida corporation which is a wholly-owned subsidiary of the Company ~~State~~(“NSL”), ofand ~~Texas.~~ The ~~Restated~~Frost ~~Articles~~National Bank, ~~which~~a ~~were~~national ~~effective~~banking ~~upon~~association ~~filing,~~(“Frost”). ~~reflect~~The ~~adoption~~Fourth ofAmendment ~~all~~extended of the ~~amendments~~maturity ~~proposed~~date atof the ~~Annual~~existing ~~Meeting~~credit ofagreement, ~~Shareholders~~as ~~which~~amended ~~was~~(the ~~held~~“Credit onAgreement”) ~~May~~to September 2629, 2011 ~~2010.~~and Amade ~~copy~~several ofother changes to the ~~Restated~~structure ~~Articles~~of isthe ~~filed~~Credit asAgreement. ~~an exhibit~~The tomaterial ~~this~~changes ~~Report.~~are as follows:

~~Item~~• ~~5.07.~~The ~~Submission~~loan ofis ~~Matters~~now tostructured as a ~~Vote~~revolving credit, allowing the Company to obtain advances during the term of ~~Security~~the ~~Holders~~Fourth Amendment, repay advances, and re-borrow.

On• ~~May 26,~~The ~~2010~~maximum ~~the~~principal ~~Company~~amount ~~held its Annual Meeting~~ of ~~Shareholders. At~~ the ~~Annual~~loan ~~Meeting~~is ~~action~~$5 ~~was taken on six items of business, with the voting results shown below~~million.

1.• ~~The~~Outstanding ~~directors~~borrowings ~~listed~~bear ~~below~~interest ~~were~~at ~~elected~~3.25% toover ~~serve for~~ the ~~ensuing~~90 ~~year~~day ~~and~~LIBOR ~~until their successors are duly elected and qualified:~~rate.

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

•

Up to $1.5 million of borrowings may be used to pay a portion of the one-time special dividend which the Company declared on October 28, 2010, and which is payable on November 23, 2010. All other proceeds of advances are to be used to provide working capital to the Company.

2.• ~~Amendments~~During to the ~~Registrant’s~~term ~~Restated~~of ~~Articles~~the ofFourth ~~Incorporation~~Amendment, asthere ~~amended~~is ~~(the~~a mandatory “~~Existing~~rest ~~Articles~~period”), ~~that~~of ~~conform~~30 todays ~~the~~during ~~Texas~~which ~~Business~~there ~~Organizations~~will ~~Code:~~be no outstanding balance.

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

Consistent with the Credit Agreement, repayment is guaranteed by NSL, and the loan is secured by pledges of all of the outstanding common stock of NSL and of the Company’s insurance subsidiary, MGA Insurance Company, Inc.

3Item 2.02 Results Anof ~~amendment~~Operations toand ~~the~~Financial ~~Existing~~Condition. ~~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

On November 11, 2010, the Corporation announced its financial results for the quarter ended September 30, 2010 by issuing a press release. The full text of the press release issued in connection with the announcement is attached hereto as Exhibit No. 99.1. This information being furnished under this Item 2.02 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The press release contains, and may implicate, forward-looking statements regarding the Corporation and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

4. 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

5. 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

6. 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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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 Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GAINSCO, INC. /Ss/ ~~DANIEL~~Glenn JW. ~~COOTS~~Anderson ~~Daniel~~Glenn JW. ~~Coots~~Anderson, ~~Senior Vice~~ President, ~~Treasurer~~ and Chief ~~Financial~~Executive Officer

DATED: ~~June~~November 215, 2010

EXHIBIT INDEX

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).
99.1		Press Release issued by GAINSCO, INC. on November 11, 2010.

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