8-K

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):  June 26, 2008

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

The information set forth under “Item 3.03 Material Modification to Rights of Security Holders” is incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders

On June 26, 2008, the Board of Directors (the “Board”) of Shuffle Master, Inc. (NASDAQ National Market: SHFL) (either the “Company,” “we” or “our”) approved an amendment (“Amendment”) to the Rights Agreement dated June 26, 1998 (the “Agreement”), which extends the Agreement for an additional three months.

This Amendment extends the Agreement’s expiration date from June 26, 2008 to September 26, 2008 and will allow the Board more time to fully consider if a new shareholders’ rights agreement is in the best interests of the Company and its shareholders, and, if so, its terms and conditions.

The Amendment is attached hereto as Exhibit 4.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

 (d) Exhibits

4.1           Amendment to Rights Agreement dated June 26, 2008.

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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:     July 2, 2008

/s/ Mark L. Yoseloff

Mark L. Yoseloff

Chairman of the Board and Chief Executive Officer

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EX-4.1

Exhibit 4.1

June 26, 2008 VIA EMAIL

Jerry Smith

Senior Vice President and General Counsel

Shuffle Master, Inc.

1106 Palms Airport Drive

Las Vegas, Nevada 89119-3730

Dear Mr. Smith:

We are parties to a Rights Agreement dated June 26, 1998 as amended effective January 1, 2005 (the “Agreement”). The Agreement and the Preferred Share Purchase Rights governed thereby (the “Rights”) are both scheduled to expire at the close of business today. We understand that you desire to amend the Agreement so that the Rights, instead of expiring at the close of business today will expire at the close of business on September 26, 2008 unless earlier terminated as a result of a redemption of the Rights or exchange of the Rights, as set forth in the Agreement. We also understand that no Person has become an Acquiring Person and that, therefore, your and our ability to amend the Agreement is not limited pursuant to Section 27.

Please sign below confirming that you agree that the Agreement is hereby amended to (i) extend the Final Expiration Date from June 26, 2008 to the close of business on September 26, 2008, (ii) extend our appointment as Rights Agent until such date, and (iii) be further amended as necessary to be consistent with such extensions.

Very truly yours,

/s/ John D. Baker

John D. Baker

Vice President – Mergers Acquisitions

The amendment described above is hereby confirmed.

/s/ Jerry Smith

Jerry Smith, Senior Vice President and

General Counsel, Shuffle Master, Inc.

cc: Michael W. Schley, Esq.