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                                  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)

                                  May 31, 2006

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                                  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))

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Item 2.02 Results of Operations and Financial Condition.

     On May 31, 2006, the Company issued a press release announcing its adoption
of Statement of Financial Accounting Standards No. 123R, Stock Based
Compensation and the resulting retrospective adjustment of its historical
statements of operations for the fiscal years ended January 31, 2005 and 2006,
and the four quarters of fiscal year 2006. A copy of the press release is
furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01(c) Exhibits.

Exhibit 99.1 Press Release, dated May 31, 2006

     All of the information contained in Item 2.02 and Item 9.01(c) in this Form
8-K and the  accompanying  exhibit  shall not be deemed  to be  "filed"  for the
purposes of Section 18 of the Securities  Exchange Act of 1934, as amended,  and
shall not be incorporated by reference in any filing under the Securities Act of
1933, as amended.













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








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                                  EXHIBIT INDEX
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Exhibit No.             Description
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99.1                    Press Release, dated May 31, 2006





























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