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): ~~November~~January 97, ~~2010~~2011

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) 629-4400

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~~Section 1~~.01~~—Registrant’s ~~Entry~~Business ~~into~~and ~~a Material~~Operations ~~Definitive Agreement.~~

OnItem ~~November 9, 2010, effective September 30, 2010, GAINSCO, INC~~1.01. ~~(the “Corporation”)~~Entry ~~entered~~ into ~~the Fourth Amendment to Credit Agreement (“Fourth Amendment”) by and among the Company, National Specialty Lines, Inc.,~~ a ~~Florida~~Material ~~corporation~~Definitive which is a wholly-owned subsidiary of the Company (“NSL”), and The Frost National Bank, a national banking association (“Frost”). The Fourth Amendment extended the maturity date of the existing credit agreement, as amended (the “Credit Agreement~~”) to September 29, 2011 and made several other changes to the structure of the Credit Agreement~~. ~~The material changes are as follows:~~

•On ~~The~~January 7, ~~loan~~2011, isthe ~~now~~Board ~~structured~~of Directors of GAINSCO, INC. (“the “Company”) authorized the Company to enter into a Sponsorship Agreement with Stallings Capital Group Consultants, Ltd. dba Bob Stallings Racing (“Stallings Racing”), to continue the Company’s role as the primary sponsor of a ~~revolving~~Daytona ~~credit~~Prototype Series racing team through December 31, ~~allowing~~2011. The Sponsorship Agreement provides that, in consideration of the payment by the Company toof ~~obtain~~a ~~advances~~sponsorship ~~during~~fee of $1,000,000, the ~~term~~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 ~~Fourth~~racing ~~Amendment~~team participates. The fee is payable in an initial installment of $325,000 ~~repay~~due ~~advances~~on February 1, 2011 and ~~re-borrow~~nine equal monthly installments of $75,000 beginning March 1, 2011.

• The ~~maximum~~Company ~~principal~~uses ~~amount~~this ofsponsorship to build brand awareness and advance the ~~loan~~Company’s distribution strategies. The new Sponsorship Agreement is $5effective ~~million~~January 1, 2011 and replaces a similar agreement that was effective through December 31, 2010.

•Stallings ~~Outstanding~~Racing ~~borrowings~~is ~~bear~~owned ~~interest~~and atcontrolled 3by Robert W.~~25%~~ ~~over~~Stallings, the 90Executive ~~day~~Chairman ~~LIBOR~~of ~~rate~~the Company. Mr. Stallings did not participate in the Board’s decision regarding the Sponsorship Agreement.

•In Upauthorizing tothe ~~$1.5~~agreement, ~~million~~the Board of ~~borrowings~~Directors ~~may~~considered beMr. Stallings’ ~~used~~role toand ~~pay~~concluded athat, under ~~portion~~the ofcircumstances, the ~~one-time~~Sponsorship ~~special~~Agreement ~~dividend~~is ~~which~~fair ~~the~~to, ~~Company~~and ~~declared~~in onthe ~~October~~best ~~28,~~interests ~~2010~~of, ~~and~~the ~~which~~Company. isThe ~~payable~~Sponsorship onAgreement ~~November~~contains 23provisions protecting the Company’s interests, ~~2010.~~including ~~All~~a ~~other~~termination ~~proceeds~~provision ofthat ~~advances~~permits ~~are~~the Company unilaterally to beterminate ~~used~~the toagreement ~~provide~~at ~~working~~any ~~capital~~time toand thereby cease making installment payments of the ~~Company~~sponsorship fee.

•A ~~During~~copy of the ~~term~~form of Sponsorship Agreement approved by the ~~Fourth~~Board ~~Amendment,~~is ~~there~~attached hereto as Exhibit 10.39. The foregoing description of such document is only a ~~mandatory~~summary ~~“rest~~and ~~period”~~is ofqualified 30in ~~days~~the ~~during~~entirety ~~which~~by ~~there~~the full ~~will~~text beof nothe ~~outstanding~~agreement, ~~balance~~which is incorporated by reference herein.

~~Consistent~~Section 3—Securities ~~with the Credit Agreement, repayment is guaranteed by NSL,~~ and ~~the~~Trading ~~loan is secured by pledges of~~Markets ~~all of the outstanding common stock of NSL and of the Company’s insurance subsidiary, MGA Insurance Company, Inc.~~

Item 2 3.~~02 Results~~01. Notice of ~~Operations~~Delisting ~~and~~of ~~Financial~~Failure ~~Condition.~~to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~November~~January 117, ~~2010~~2011, the ~~Corporation~~Board ~~announced~~of ~~its~~Directors ~~financial results for the quarter ended September 30, 2010 by issuing a press release. The full text~~ of the ~~press~~Company ~~release~~authorized ~~issued in connection with~~ the ~~announcement~~Company isto ~~attached~~withdraw ~~hereto~~its ascommon ~~Exhibit~~stock, No$0. ~~99.1.~~10 ~~This~~par ~~information~~value ~~being~~per share, ~~furnished~~from ~~under~~listing ~~this Item 2.02~~ and ~~Exhibit~~registration ~~99.1~~on ~~shall not be deemed “filed” for purposes of Section 18 of~~ the ~~Securities~~NYSE ~~Exchange~~Amex ~~Act of 1934, as amended~~ (the “Exchange ~~Act~~”), orand ~~incorporated~~to bysuspend ~~reference in any filing under~~ the ~~Securities Act~~Company’s ofduty ~~1933,~~to asfile ~~amended,~~reports orwith the ~~Exchange~~Securities ~~Act,~~and ~~except~~Exchange asCommission. ~~shall~~The beCompany ~~expressly~~also ~~set~~issued ~~forth by specific reference in such~~ a ~~filing. The~~ press release ~~contains~~on January 7, ~~and~~2011 announcing ~~may~~this ~~implicate,~~action ~~forward-looking~~and ~~statements~~explaining ~~regarding~~ the ~~Corporation~~reasons ~~and~~for ~~includes~~its ~~cautionary statements~~decision. ~~identifying~~A ~~important~~copy ~~factors~~of ~~that~~the ~~could~~press ~~cause~~release ~~actual~~is ~~results~~attached tohereto ~~differ~~as ~~materially~~Exhibit ~~from those anticipated~~99.1.

The Company is not in noncompliance with any rule or standard for continued listing on the Exchange, and the decision to withdraw its common stock from listing and registration was voluntary.

~~SIGNATURES~~ Section 9—Financial Statements and Exhibits

~~Pursuant~~Item to9.01. ~~the~~Financial ~~requirements~~Statements ofand ~~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~~Exhibits.

GAINSCO, INC. /s/ Glenn W. Anderson Glenn W. Anderson, President and Chief Executive Officer


Exhibit Number		Description of Exhibit

10.39		Form of Sponsorship Agreement effective January 1, 2011, by and between Stallings Capital Group Consultants, Ltd. and GAINSCO, INC. (1)

99.1		Press release issued by GAINSCO, INC. on January 7, 2011. (1)

~~DATED:~~(1) ~~November 15,~~Filed ~~2010~~ herewith

~~EXHIBIT~~SIGNATURES ~~INDEX~~

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

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

GAINSCO, INC.

/S/ GLENN W. ANDERSON

Glenn W. Anderson, President and

Chief Executive Officer

DATED: January 7, 2011

EXHIBIT INDEX


Exhibit No.		Exhibit

10.39		Form of Sponsorship Agreement effective January 1, 2011, by and between Stallings Capital Group Consultants, Ltd. and GAINSCO, INC. (1)

99.1		Press release issued by GAINSCO, INC. on January 7, 2011. (1)

(1)	Filed herewith

Filing Compare · GAINSCO INC