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): September 29, 2006

SHUFFLE MASTER, INC.

(Exact name of registrant as specified in its charter)

Minnesota	0-20820	41-1448495
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of Incorporation or Organization)

1106 Palms Airport Drive
Las Vegas, Nevada		89119-3720
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (702) 897-7150

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On September 29, 2006, Shuffle Master, Inc. (NASDAQ National Market: SHFL), Deutsche Bank AG Cayman Islands Branch, as a Lender, Deutsche Bank AG New York Branch, as Administrative Agent, and Deutsche Bank Securities Inc., as Sole Arranger and Sole Book - Runner, entered into Amendment No. 3 (“Amendment No. 3”), to the Credit Agreement dated as of January 25, 2006 (“Credit Agreement”), pursuant to which the maturity date of the Credit Agreement is extended to October 31, 2006. As of September 29, 2006, the outstanding principal balance under the Credit Agreement was $70,000,000.

Management believes it has the ability and intends to refinance the principal balance due under the Credit Agreement on a long-term basis. We are currently working with Deutsche Bank Trust Company Americas, as arranger, to put in place a $100,000,000 senior secured credit facility, targeted to close October 31, 2006.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1

Amendment No. 3, dated September 29, 2006, among Shuffle Master, Inc., Deutsche Bank AG Cayman Islands Branch, Deutsche Bank AG New York Branch and Deutsche Bank Securities, Inc.

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 thereunto duly authorized.

		SHUFFLE MASTER, INC.
		(Registrant)
		Date: October 5, 2006
		/s/ Mark L. Yoseloff
		Mark L. Yoseloff
		Chairman of the Board and Chief Executive Officer