8-K

                                 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

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         Date of Report (Date of earliest event reported): May 26, 2005

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                                  Conn's, Inc.
             (Exact name of registrant as specified in its charter)


            Delaware                     000-50421             06-1672840
(State or other jurisdiction of   (Commission File Number)    (IRS Employer
         incorporation)                                      Identification No.)


          3295 College Street
            Beaumont, Texas                                    77701
(Address of principal executive offices)                     (Zip Code)

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

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                                 Not applicable
         (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))


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Item 1.01  Entry into a Material Definitive Agreement.

     On May 26, 2005, the Compensation Committee of the Board of Directors (the
"Board") of Conn's, Inc. approved the terms of the compensation to be paid to
each non-employee director of the Board in respect of his or her service on the
Board for the terms ending at the 2006 and 2007 annual meeting of stockholders.
A summary describing the elements of such compensation is filed as Exhibit 10.1
to this report and is hereby incorporated by reference.

Item 9.01  Financial Statements and Exhibits.

       (c)   Exhibits

Exhibit
 Number       Exhibit Title
 ------       ------------------------------------------------------------------
  10.1        Description of Compensation Payable to Non-Employee Directors





                                    SIGNATURE

     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:  June 2, 2005                 By: /s/ David L. Rogers
                                       -----------------------------------------
                                         David L. Rogers
                                         Chief Financial Officer





                                  EXHIBIT INDEX

Exhibit
 Number       Exhibit Title
 ------       ------------------------------------------------------------------
  10.1        Description of Compensation Payable to Non-Employee Directors

EX-10.1

                                                                    EXHIBIT 10.1

                       DESCRIPTION OF COMPENSATION PAYABLE
                            TO NON-EMPLOYEE DIRECTORS

     On May 26, 2005, the Board of Directors (the "Board") of Conn's, Inc. (the
"Company") approved the payment of the following compensation to each
non-employee director of the Board in respect of his or her service on the Board
for the year ending at the 2006 annual meeting of stockholders:

     o    an annual retainer of $15,000;

     o    $2,500 for each Board meeting attended;

     o    $1,000 for each audit committee meeting attended by a member of the
          audit committee (excluding the chair of the audit committee) on the
          same day as a Board meeting;

     o    $1,500 for each audit committee meeting attended by the chair of the
          audit committee on the same day as a Board meeting;

     o    $2,500 for each audit committee meeting attended by a member of the
          audit committee (excluding the chair of the audit committee) on the
          day before a Board meeting;

     o    $3,500 for each audit committee meeting attended by the chair of the
          audit committee on the day before a Board meeting;

     o    $500 per meeting for participation in a telephonic meeting of the
          Board.

During the year ending at the 2006 annual meeting of stockholders, the Company
will continue to (i) grant an option to purchase 40,000 shares of the Company's
common stock to any new board member, (ii) grant non-employee directors an
option to purchase an additional 10,000 shares of the Company's common stock
following each annual stockholders meeting on and after the fourth anniversary
of each non-employee director's initial election or appointment to the Board,
(iii) allow the Company's Board members to participate in the Company's medical
plan at the same contributories with all the benefits of full-time active
employees, (iv) provide non-employee directors with a merchandise discount in
the same amount as the discount the Company's employees receive and (v)
reimburse Board members for their expenses in attending Board and committee
meetings. Also, the compensation received for serving on the compensation
committee of the Board remains unchanged and will be $750 for each meeting
attended on the same day as a Board meeting and $1,250 for each meeting on a day
different than the date of a Board meeting.

     During the year ending at the 2007 annual meeting of stockholders, the
Company will continue to provide members of the Board, compensation committee
and audit committee with the compensation described above with the exception of
the annual retainer for service on the Board which will be $25,000 during the
fiscal year ending 2007.