UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

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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)

September 5, 2012

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

Delaware
(State or other Jurisdiction of Incorporation or Organization)

(936) 230-5899
(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 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 2.02. Results of Operations and Financial Condition.

On September 5, 2012, we issued a press release announcing our earnings for the fiscal quarter ended July 31, 2012.  A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

 (d)       Exhibit 99.1        Press Release, dated September 5, 2012, announcing earnings for fiscal quarter ended July 31, 2012.

None of the information contained in Item 2.02 or Exhibit 99.1 of this Form 8-K shall be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and none of it shall be incorporated by reference in any filing under the Securities Act of 1933, as amended.

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.

EXHIBIT INDEX

4

Exhibit 99.1

Conn’s, Inc. Announces Record Second Quarter Net Income

THE WOODLANDS, Texas--(BUSINESS WIRE)--September 5, 2012--Conn’s, Inc. (NASDAQ:CONN), a specialty retailer of home appliances, furniture, mattresses, consumer electronics and provider of consumer credit, today announced its results for the quarter ended July 31, 2012.

Significant items for the second quarter of fiscal 2013 include:

• Adjusted diluted earnings per share of $0.36 for the quarter, compared to $0.18 on an adjusted basis last year;
• Same store sales rose 21.5% year-over-year, with furniture and mattress sales up 57.5%;
• Total revenues grew $20.4 million, or 10.9%, to $207.4 million – with previous store closures moderating reported growth;
• Retail gross margin expanded 530 basis points to 34.1%;
• Adjusted retail segment operating income equaled $12.9 million, up over 300% from $3.1 million on an adjusted basis in the prior-year quarter;
• Credit segment operating income declined to $10.6 million, compared to $13.5 million for the prior-year period; and
• Fiscal year 2013 earnings guidance was raised to diluted earnings per share of $1.40 to $1.50.

“Improvements in our retail operating performance continued into August, when we experienced growth in same store sales of 12% on top of a 6% increase last year,” stated Theodore M. Wright, Chairman and CEO. “Same store sales of furniture and mattresses rose 33% in August after achieving same store growth of 59% a year ago.”

Retail Segment Results

Net sales growth for the quarter was driven by an improved and expanded product selection in the furniture and mattress category, higher average selling prices in the major product categories, and retention of a portion of the unit volume from closed stores. Reported net sales during the current quarter also reflects the benefit of the opening of a Conn’s HomePlus store in Waco, Texas in mid-June and the completion of four store remodels.

Retail gross margin was 34.1% in the current-year quarter compared to 28.8% in the prior-year. Margin expansion was reported within each of the major product categories. Additionally, results were favorably influenced by sales mix, with the 50% increase in higher-margin, furniture and mattress sales outpacing the overall growth realized in the other product categories. The broad margin improvement across all categories was driven by the exit of low price-point, low margin products and continued focus on sourcing opportunities.

Credit Segment Results

The credit segment’s results, compared to the same quarter in the prior year, were impacted by:

• Lower servicing costs, attributable primarily to a reduction in staffing over the prior-year period;
• Lower borrowing cost, reflecting reductions in the effective interest rate on outstanding borrowings and the average level of debt outstanding;
• An increase in the provision for bad debts, driven by changes in expected charge-off trends and a 46% increase in customer receivable originations compared to the prior-year quarter; and
• A decline in portfolio interest and fee yield to 18.4%, due to a higher relative amount of short-term promotional receivables and increased charge-offs.

Additional information on the credit portfolio and its performance may be found in the table included within this press release and in the Company’s Form 10-Q to be filed with the Securities and Exchange Commission.

For the three months ended July 31, 2012, the Company reported net income of $0.35 per diluted share, which includes a pre-tax charge of $0.3 million associated with the relocation of the Company’s corporate office from Beaumont to The Woodlands, Texas. The new office opened in late-August.

The Company’s reported net loss was $0.10 per diluted share in the second quarter of fiscal 2012, and includes pre-tax charges of $14.7 million associated with the early repayment of debt and store closures. The Company recorded a pre-tax charge of $0.8 million, or $0.02 per diluted share, during the first quarter of the prior year associated with employee severance costs.

Capital and Liquidity

As of July 31, 2012, the Company had $231.5 million outstanding, excluding $4.3 million of letters of credit, under its asset-based loan facility. Additionally, as of July 31, 2012, the Company had $135.7 million of immediately available borrowing capacity, and an additional $78.6 million that could become available upon increases in eligible inventory and customer receivable balances under the borrowing base.

Outlook and Guidance

The Company increased earnings guidance for the fiscal year ending January 31, 2013, to diluted earnings per share of $1.40 to $1.50. The following expectations were considered in developing the guidance for the full year:

• Same stores sales up 10% to 15%;
• New store openings of five;
• Retail gross margin between 33.5% and 34.5%;
• An increase in the credit portfolio balance;
• Provision for bad debts of between 5.5% and 6.5% of the average portfolio balance outstanding; and
• Selling, general and administrative expense, as a percent of revenues, between 28.5% and 29.5% of total revenues.

Conference Call Information

Conn’s, Inc. will host a conference call and audio webcast on Wednesday, September 5, 2012, at 10:00 A.M. CT, to discuss its earnings and operating performance for the quarter. A link to the live webcast, which will be archived for one year, and slides to be referred to during the call will be available at ir.Conns.com. Participants can join the call by dialing 877-754-5302 or 678-894-3020. Additionally, the Company has posted an updated investor presentation to its investor relations web page.

About Conn’s, Inc.

The Company is a specialty retailer currently operating 65 retail locations in Texas, Louisiana and Oklahoma: with 22 stores in the Houston area, 14 in the Dallas/Fort Worth Metroplex, seven in San Antonio, three in Austin, one in Waco, five in Southeast Texas, one in Corpus Christi, four in South Texas, six in Louisiana and two in Oklahoma. The Company’s primary product categories include:

• Home appliance, including refrigerators, freezers, washers, dryers, dishwashers, ranges and room air conditioners;
• Furniture and mattress, including furniture for the living room, dining room, bedroom and related accessories and mattresses;
• Consumer electronic, including LCD, LED, 3-D, plasma and DLP televisions, camcorders, digital cameras, Blu-ray players, video game equipment, portable audio and home theater products; and
• Home office, including desktop and notebook computers, tablets, printers and computer accessories.

Additionally, the Company offers a variety of products on a seasonal basis, including lawn and garden equipment, and continues to introduce additional product categories for the home to help respond to its customers' product needs and to increase same store sales. Unlike many of its competitors, the Company provides flexible in-house credit options for its customers, in addition to third-party financing programs and third-party rent-to-own payment plans. In the last three years, the Company financed, on average, approximately 61%, including down payments, of its retail sales under its in-house financing plan.

The Company’s new corporate office address is 4055 Technology Forest Blvd., Suite 210, The Woodlands, Texas, 77381 and its telephone number is (936) 230-5899. Conn’s continues to maintain its office in Beaumont, Texas.

This press release contains forward-looking statements that involve risks and uncertainties. Such forward-looking statements include information concerning our future financial performance, business strategy, plans, goals and objectives. Statements containing the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “should,” or the negative of such terms or other similar expressions are generally forward-looking in nature and not historical facts. Although we believe that the expectations, opinions, projections, and comments reflected in these forward-looking statements are reasonable, we can give no assurance that such statements will prove to be correct. A wide variety of potential risks, uncertainties, and other factors could materially affect our ability to achieve the results either expressed or implied by our forward-looking statements including, but not limited to: general economic conditions impacting our customers or potential customers; our ability to continue existing or offer new customer financing programs; changes in the delinquency status of our credit portfolio; higher than anticipated net charge-offs in the credit portfolio; the success of our planned opening of new stores and the update of existing stores; technological and market developments, and sales trends for our major product offerings; our ability to fund our operations, capital expenditures, debt repayment and expansion from cash flows from operations, borrowings from our revolving credit facility, and proceeds from accessing debt or equity markets; and the other risks detailed from time-to-time in our SEC reports, including but not limited to, our Annual Report on Form 10-K for our fiscal year ended January 31, 2012 and our quarterly report on Form 10-Q for the quarter ended April 30, 2012. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except as required by law, we are not obligated to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.

Basis for presentation of non-GAAP disclosures:

To supplement the Company’s consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles ("GAAP"), the Company also provides the following information: adjusted net income and adjusted earnings per diluted share; adjusted retail segment operating income and adjusted operating margin; and adjusted credit segment operating income and operating margin. These non-GAAP financial measures are not meant to be considered as a substitute for comparable GAAP measures but should be considered in addition to results presented in accordance with GAAP, and are intended to provide additional insight into the Company’s operations and the factors and trends affecting the Company’s business. The Company’s management believes these non-GAAP financial measures are useful to financial statement readers because (1) they allow for greater transparency with respect to key metrics the Company uses in its financial and operational decision making and (2) they are used by some of its institutional investors and the analyst community to help them analyze the Company’s operating results.

CONN-F

CONTACT:
Conn’s, Inc.
Chief Financial Officer
Brian Taylor (936) 230-5899
or
Investors:
S.M. Berger & Company
Andrew Berger (216) 464-6400