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):  July 10, 2008

SHUFFLE MASTER, INC.

(Exact name of registrant as specified in its charter)

Minnesota	0-20820	41-1448495
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 10, 2008, Shuffle Master, Inc. (NASDAQ Global Select Market: SHFL) (either the “Company,” “we” or “our”), entered into a Second Amendment to that certain employment agreement (the “Agreement”), dated as of February 23, 2004, with its Chief Executive Officer and Chairman of the Board, Mark L. Yoseloff (“the Second Amendment”).  The Second Amendment extends the term of the Agreement to October 31, 2009, unless otherwise terminated earlier in accordance with the provisions of the Agreement.  The Second Amendment is included herein as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits

 (d) Exhibits

10.1Second Amendment to Employment Agreement, by and between Shuffle Master, Inc. and Mark L. Yoseloff.

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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 11, 2008

 /s/ Mark L. Yoseloff

Mark L. Yoseloff

Chairman of the Board and Chief Executive Officer

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EX-10.1

Exhibit 10.1

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

This Second Amendment (the “Second Amendment”), dated July 10, 2008, is to that certain Employment Agreement (the “Initial Agreement”), dated as of February 23, 2004, between Shuffle Master, Inc. (“the Company”) and Mark L. Yoseloff (“Employee”), as amended by the First Amendment (the “First Amendment”), dated June 5, 2007, to the Initial Agreement.  All references to the “Agreement” shall mean the Initial Agreement, the First Amendment and this Second Amendment.  All capitalized terms used in this Second Amendment and not otherwise defined herein shall have the same meaning as in the Initial Agreement.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Employee hereby agree as follows:

1.The date of “October 31, 2008”, which now appears in paragraph 1 of the First Amendment, is hereby replaced with the date “October 31, 2009”.  Thus, the term of the Agreement now expires on October 31, 2009, unless otherwise terminated earlier in accordance with the provisions of the Agreement.

2.Except as expressly amended hereby, the Agreement, as amended hereby, remains and is hereby confirmed and ratified by the parties as being and remaining in full force and effect, according and subject to its terms, conditions and provisions, and no other terms, conditions or provisions thereof are hereby modified, changed or implied.

EMPLOYER		EMPLOYEE
SHUFFLE MASTER, INC.
By:	/s/ PAUL C. MEYER	/s/ MARK L. YOSELOFF
	Paul C. Meyer	Mark L. Yoseloff
	President and Chief   Operating Officer	Chairman and Chief Executive Officer
SHUFFLE MASTER, INC.
COMPENSATION COMMITTEE
By:	/s/ JOHN R. BAILEY
	John R. Bailey on behalf of Louis Castle for the Compensation Committee