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                                  UNITED STATES
                       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)

                                 August 28, 2006
                          ----------------------------

                                  CONN'S, INC.
               (Exact name of registrant as specified in charter)


                                    Delaware
         (State or other Jurisdiction of Incorporation or Organization)


        000-50421                                       06-1672840
(Commission File Number)                       (IRS Employer Identification No.)

                               3295 College Street
                              Beaumont, Texas 77701
              (Address of Principal Executive Offices and zip code)

                                 (409) 832-1696
              (Registrant's telephone number, including area code)


                                       N/A
          (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:

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

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

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) 12 under the
      Securities Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) 12 under the
      Securities Act (17 CFR 240.13e-2(c))




Item 1.01  Entry into a Material Definitive Agreement.

         Effective August 28, 2006, the Company entered a "First Amendment to
Credit Agreement" with its existing lenders, with JPMorgan Chase Bank, National
Association, as the Administrative Agent, Bank of America, N.A., as the
Syndication Agent, and SunTrust Bank, as the Documentation Agent. The First
Amendment increases the Company's restricted payment, which includes payments
for repurchases of capital stock, capacity from $25 million to $50 million.
There were no other modifications of the Credit Agreement.



Item 9.01  Financial Statements and Exhibits

Exhibit 10.1   First Amendment to Credit Agreement




                                   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 hereunto duly authorized.

                                  CONN'S, INC.


Date:  August 31, 2006                By:    /s/ David L. Rogers
                                             -----------------------------------
                                             David L. Rogers
                                             Chief Financial Officer




                                  Exhibit 10.1


                       First Amendment to Credit Agreement
Unassociated Document
FIRST AMENDMENT TO CREDIT AGREEMENT
 

 
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into effective as of August 28, 2006 by and among CONN APPLIANCES, INC., a Texas corporation (“CAI”) and CAI CREDIT INSURANCE AGENCY, INC., a Louisiana corporation (“Louisiana Insurance Company”) (CAI and Louisiana Insurance Company being herein collectively called “Borrowers”); each of the Lenders which is or may from time to time become a party to the Credit Agreement (as defined below) (individually, a “Lender” and, collectively, the “Lenders”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, acting as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
 
RECITALS
 
A. The Borrowers, the Lenders and the Administrative Agent executed and delivered that certain Credit Agreement dated as of October 31, 2005. Said Credit Agreement, as amended, supplemented and restated, is herein called the “Credit Agreement”. Any capitalized term used in this Amendment and not otherwise defined shall have the meaning ascribed to it in the Credit Agreement.
 
B. The Borrowers, the Lenders and the Administrative Agent desire to amend the Credit Agreement in certain respects.
 
NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations and warranties herein set forth, and further good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrowers, the Lenders and the Administrative Agent do hereby agree as follows:
 
SECTION 1. Amendment to Credit Agreement. The reference to “$25,000,000” set forth in Section 6.06 of the Credit Agreement is hereby amended to read “$50,000,000”.
 
SECTION 2. Ratification. Except as expressly amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect. None of the rights, title and interests existing and to exist under the Credit Agreement are hereby released, diminished or impaired, and the Borrowers hereby reaffirm all covenants, representations and warranties in the Credit Agreement.
 
SECTION 3. Expenses. The Borrowers shall pay to the Administrative Agent all reasonable fees and expenses of Administrative Agent’s legal counsel incurred in connection with the execution of this Amendment.
 
SECTION 4. Certifications. The Borrowers hereby certify that (a) no event or condition has occurred or arisen since the Effective Date which has had a Material Adverse Effect and (b) no Default or Event of Default has occurred and is continuing or will occur as a result of this Amendment.