SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* GOFF JOHN C (Last) (First) (Middle) 777 MAIN STREET SUITE 2250 (Street) FORT WORTH TX 76102 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol GAINSCO INC [ GNAC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/21/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/21/2005		P		19,125,612	A	(1)	20,189,612	I	Limited Partnership(1)
Series C Redeemable Preferred Stock	01/21/2005		S		3,000	D	(2)(3)	0	I	Limited Partnership(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	$5.1	01/21/2005		S			13,500	(4)	(5)	Common Stock	2,647,059	(1)	18,120(6)	I	Limited Partnership(1)
Series B Warrant (right to purchase Common Stock)	$2.5875	01/21/2005		S			1	(4)	10/04/2006	Common Stock	1,550,000	(7)	0	I	Limited Partnership(3)
Series B Warrant (right to purchase Common Stock)	$2.5875	01/21/2005		P		1		(4)	01/01/2011	Common Stock	1,550,000	(7)	1	I	Limited Partnership(3)

Explanation of Responses:

1. Goff Moore Strategic Partners, L.P. ("GMSP") disposed of 13,500 shares of Series A Preferred Stock in exchange for 19,125,612 shares of Common Stock (the "Exchange") pursuant to the Securities Exchange Agreement (the "Agreement") dated as of August 27, 2004, between GMSP and GAINSCO, INC. (the "Issuer"). The closing of the Exchange took place on January 21, 2005. John C. Goff is a managing principal of GMSP. Mr. Goff disclaims beneficial ownership of the securities owned by GMSP except to the extent of his pecuniary interest in such securities.

2. GMSP sold 3,000 shares of Series C Redeemable Preferred Stock to the Issuer pursuant to the repurchase right granted by GMSP to the Issuer in the Agreement.

3. The total purchase price paid by the Issuer for such shares was $3,415,618.35, consisting of the sum of (x) $2,748,769.96 representing the $3,000,000 principal amount of the Series C Redeemable Preferred Stock, discounted from March 26, 2006 to January 21, 2005 at a discount rate of 8% per annum, and (y) $666,848.39 representing dividends that would accrue from January 21, 2005 to March 26, 2006, discounted at a rate of 8% per annum.

4. Immediately

5. N/A

6. The remaining 18,120 shares of Series A Stock remain outstanding, are redeemable at GMSP's option commencing January 1, 2011 and are entitled to receive cash dividends at the rate of 6% per annum until January 1, 2006 and 10% per annum thereafter until redemption. The remaining 18,120 shares of Series A Stock remain convertible into 3,552,941 shares of Common Stock at a conversion price of $5.10 per share, continue to be entitled to vote on a as-converted basis, and remain redeemable at the option of the Issuer commencing June 30, 2005.

7. Pursuant to the Agreement, the expiration date of the Series B Warrant held by GMSP was extended to January 1, 2011. Mr. Goff is a managing principal of GMSP. Mr. Goff disclaims beneficial ownership of the securities owned by GMSP except to the extent of his pecuniary interest in such securities.

	/s/ John C. Goff	01/24/2005
	** Signature of Reporting Person	Date
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