SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* STEPHENS CAROL (Last) (First) (Middle) 111 CENTER STREET (Street) LITTLE ROCK AR 72201 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/24/2003	3. Issuer Name and Ticker or Trading Symbol CONNS INC [ CONN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 11/24/2003
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,365,665(1)	I	By voting trust
Common Stock	36,122(2)	I	By spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes 227,774 shares beneficially owned by W.R. Stephens, Jr. Children's Trust and 39,489 shares beneficially owned by each of W.R. Stephens, III Trust and Arden Jewell Stephens Trust for benefit of reporting person's children, 13,519 shares beneficially owned individually, 1,362,531 shares beneficially owned by spouse's revocable trust and 1,682,863 shares beneficially owned by Pamela D. Stephens Trust One, of which reporting person's spouse is a trustee.

2. Form 3 previously filed by reporting person mistakenly reported indirect ownership by two LLCs of 451,176 shares and 182,609 shares.

Remarks:

	Todd Ferguson, attorney in fact for reporting person	08/31/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY

for Executing Forms 3, 4 and 5 and

Schedules 13D and 13G



KNOW ALL MEN BY THESE PRESENTS, that the undersigned

hereby constitutes and appoints David A. Knight,

William B. Keisler and Todd C. Ferguson the

undersigned's true and lawful attorneys-in-fact to:



(1) execute, for and on behalf of the undersigned,

any one or more Forms 3, 4, and 5 in accordance with

Section 16(a) of the Securities and Exchange Act of

1934, as amended (the "Exchange Act"), and the rules

thereunder, and Schedules 13D and 13G, and any amend-

ments thereto, in accordance with Section 13 of the

Exchange Act, and the rules thereunder;



(2) do and perform any and all acts, for and on behalf

of the undersigned, that may be necessary or desirable

to complete the execution of any such Forms 3, 4 or 5,

and Schedules 13G and 13D, and any amendments thereto,

and the timely filing of such forms and schedules with

the United States Securities and Exchange Commission

and any other authority; and



(3) take any other action of any type whatsoever in

connection with the foregoing that, in the opinion of

any such attorney-in-fact, may be of benefit to, in

the best interest of, or legally required by, the

undersigned, it being understood that the documents

executed by such attorney-in-fact on behalf of the

undersigned, pursuant to this Power of Attorney,

shall be in such form and shall contain such terms

and conditions as such attorney-in-fact may approve

in his discretion.



The undersigned hereby grants to the foregoing

attorneys-in-fact full power and authority to do and

perform each and every act and thing whatsoever

requisite, necessary, and proper to be done in the

exercise of any of the rights and powers herein

granted, as fully to all intents and purposes as

the undersigned might or could do if personally

present, with full power of substitution or

revocation, hereby ratifying and confirming all

that such attorneys-in-fact, or their substitutes,

shall lawfully do or cause to be done by virtue of

this Power of Attorney and the rights and powers

herein granted.  The undersigned acknowledges that

the foregoing attorneys-in-fact, in serving in such

capacity at the request of the undersigned, are not

assuming any of the undersigned's responsibilities to

comply with Sections 13 and 16 of the Exchange Act,

or other applicable securities laws or rules.



IN WITNESS WHEREOF, the undersigned has caused this

Power of Attorney to be executed as of this 24th day

of November, 2003.





/s/Carol Stephens,

Signature



Carol Stephens

Printed Name