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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)

                                November 15, 2004
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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 1.01  Entry into a Material Definitive Agreement.

     On November  15,  2004,  the Company  entered a Second  Amendment to Credit
Agreement that extended the maturity date of its Revolving Bank Credit  Facility
to October 31, 2007,  increased  the amount of the Facility to  $35,000,000  and
added a sublimit for Standby Letters of Credit of $5,000,000. In connection with
the  execution of this Second  Amendment,  on November 15, 2004 the Company also
entered a Letter of Credit Agreement  providing for the $5,000,000  sublimit for
Standby and Import Letters of Credit.

Item 9.01  Financial Statements and Exhibits

Exhibit 99.1                             Second Amendment to Credit Agreement

Exhibit 99.2                             Letter of Credit Agreement










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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: November 16, 2004       By:   /s/ C. William Frank
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                                    C. William Frank
                                    Executive Vice President and Chief Financial
                                    Officer































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