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):  October 31, 2008

SHUFFLE MASTER, INC.

(Exact name of registrant as specified in its charter)

Minnesota (State or Other Jurisdiction of Incorporation or Organization)	0-20820 (Commission File Number)		41-1448495 (IRS Employer Identification No.)
1106 Palms Airport Drive Las Vegas, Nevada (Address of Principal Executive Offices)		89119-3720 (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:

[ ] 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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 

On October 31, 2008, Shuffle Master, Inc. (NASDAQ Global Select Market: SHFL) (either the “Company,” “we” or “our”), entered into the Second Amendment to that certain employment agreement (the “Agreement”), dated as of January 9, 2006, with its Senior Vice President, Brooke Dunn (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

10.1         Second Amendment to the Employment Agreement, by and between Shuffle Master, Inc. and Brooke

Dunn.

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:  November 4, 2008

/s/ Mark L. Yoseloff

Mark L. Yoseloff

Chairman of the Board and

Chief Executive Officer

EX-10.1

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

This Second Amendment (the “Second Amendment”), dated as of October 31, 2008, is to that certain Employment Agreement, dated as of January 9, 2006 (the “Initial Agreement”), as amended by the First Amendment thereto, dated January 9, 2008 (collectively, the “Employment Agreement”), between Shuffle Master, Inc. (“the Company”) and Brooke Dunn (“Employee”).  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.           Subject to the other terms and conditions of the Employment Agreement, the Term of the Employment Agreement is hereby extended from October 31, 2008 to October 31, 2009.  Accordingly, all references to the “Term” in the Employment Agreement shall mean the period which ends on or before October 31, 2009.

2.           The current paragraph 6(b)(i) is hereby deleted in its entirety, and a new paragraph 6(b)(i) is hereby added as follows:

“any material diminution or reduction of Employee’s title, position, duties, reporting relationship or responsibilities, except as solely caused by the acts or omissions of Employee, or Employee no longer reports to the Company’s CEO”.

The current paragraph 6(b)(iii) is hereby deleted in its entirety, and a new paragraph 6(b)(iii) is hereby added as follows:

“in the event Employee on October 31, 2009, elects to retire or resign, but only if Employee has worked full-time and continuously through October 31, 2009, and irrespective of the Company offering Employee continued employment”.

3.           Except as expressly amended hereby, the Employment Agreement, as amended hereby, is hereby confirmed and ratified by the parties as being and remaining in full force and effect, according to its terms and conditions, and without any further amendments or modifications.

4.           This Second Amendment is subject to approval by the Company’s Compensation Committee, and shall not be effective until and unless so approved.

EMPLOYER:		EMPLOYEE:
SHUFFLE MASTER, INC.
By:	/s/ Mark L. Yoseloff	/s/ Brooke Dunn
	Mark L. Yoseloff Chairman of the Board and Chief Executive Officer	Brooke Dunn Senior Vice President

Approved:

Compensation Committee

By:  /s/ Lou Castle                                              

Lou Castle

Chairman