SEC FORM 4/A

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

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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 2100

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GAINSCO INC [ GAN ]

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)
11/13/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/17/2006

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/13/2006		X		2,091	A	$4	10,591⁽¹⁾	D
Common Stock	11/13/2006		X		1,495,378	A	$4	8,225,249⁽²⁾⁽³⁾	I⁽⁴⁾	Limited Partnership

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Subscription Rights (right to buy)	$4	11/13/2006		X			2,091	⁽⁵⁾	11/13/2006	Common Stock	2,091	$0.00	0	D
Subscription Rights (right to buy)	$4	11/13/2006		X			1,495,378	⁽⁵⁾	11/13/2006	Common Stock	1,495,378	$0.00	0	I⁽⁴⁾	Limited Partnership
Warrant	$8.304							07/01/2001	01/01/2011	Common Stock	387,500		1	I⁽⁴⁾	Limited Partnership

Explanation of Responses:

1. This amends the Form 4 filed on November 17, 2006 to include 202 shares acquired pursuant to over-subscription rights. The number of such shares was not ascertainable when the Form 4 was filed.

2. Numbers of shares reported reflect the one for four reverse stock split that occurred November 21, 2005.

3. Does not include 387,500 shares which may be acquired by Goff Moore Strategic Partners, L.P. ("GMSP") on exercise of a warrant, as shown in Table II.

4. 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.

5. Rights were immediately exercisable.

Remarks:

	/s/John C. Goff	12/05/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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