Rule 424(b)(3)
Registration No.. 33-48634
Prospectus Supplement Dated August 19, 1996
to
Reoffer Prospectus Dated June 12, 1992
Reoffers or Resales of Shares of Common Stock
Par Value $0.10 Per Share of GAINSCO, INC.
Acquired or to be Acquired Pursuant to the
GAINSCO, INC. 1985 Incentive Stock Option Plan
and the
GAINSCO, INC. 1990 Stock Option Plan
The information set forth in this Prospectus Supplement (the "Prospectus
Supplement") supplements certain of the information set forth in the reoffer
Prospectus dated June 12, 1992 (the "Prospectus"). This Prospectus
Supplement is not complete without, and may not be delivered or utilized
except in connection with, the Prospectus. Capitalized terms used herein
but not defined have the meanings assigned to such terms in the Prospectus.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports and other information with the Securities and Exchange Commission
(the "Commission"). These reports, proxy statements, and other information
can be inspected and copied at the offices of the commission at Room 1024,
450 5th Street, N.W., Judiciary Plaza, Washington, D.C. 20549; and at 801
Cherry Street, 19th Floor, Fort Worth, Texas 76102. Copies of such material
may be obtained upon the payment of prescribed rates from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Judiciary
Plaza, Washington, D.C. 20549.
Selling Shareholders
<TABLE>
<CAPTION>
The following table sets forth certain information as of June 30, 1996 with
reference to the Common Stock of the Company beneficially owned by the
Selling Shareholders, and the positions held by the Selling Shareholders
with the Company.
Shares
Shares of Underlying Shares to be
Common Options Owned After
Stock Shares Granted Exercise of
Beneficially Previously Under the all Options
Name and Owned as of Acquired Plans But and Sale
Relationship June 30 Through the Not Yet of all Shares
GAINSCO, INC. 1996(1) Plans Exercised Offered(2)
___________________ ____________ ___________ __________ ___________
<S> <C> <C> <C> <C>
Joseph D. Macchia 2,461,726 246,600 ____ 2,188,505
President and
Chairman of the Board
Jack L. Johnson 200,778 115,67 23,268 43,551
Senior Vice President
and Director
Daniel J. Coots 117,784 21,992 41,135 42,278
Senior Vice President
Norman Alberigo 84,948 23,839 29,382 20,350
Vice President
Mark D. Brissman 12,904 ____ 4,155 ____
Vice President
J. Landis Graham 18,247 ____ 8,309 3,044
Vice President
Carolyn E. Ray 115,197 33,576 39,058 30,517
Vice President
Richard A. Laabs 6,847 ____ ____ ____
Vice President
Sam Rosen 194,375 59,074 60,064 51,728
Secretary and Director
Joel C. Puckett 429,621 ____ 109,701 303,120
Director
Norman J. E. Roe 147,605 89,755 19,946 21,104
Director
Harden H. Wiedemann 28,484 4,247 14,157 ____
Director
John H. Williams 28,962 617 19,947 ____
Director
________________________
</TABLE>
(1) Includes shares underlying Options which are exercisable within 60 days
from June 30, 1996.
(2) Assumes that all shares offered are sold, that no additional shares will
be purchased and that no additional shares will be sold. Based on these
assumptions, the only Selling Shareholders who will own 1% or more of the
Common Stock are Joseph D. Macchia who will own 10.2% and Joel C. Puckett
who will own 1.4% based upon 21,529,675 shares outstanding on June 30, 1996.
There is no assurance that any of the Selling Shareholders will sell any
or all of the shares of the Common Stock offered by them under the Prospectus.
The Prospectus may be amended or further supplemented from time to time to
add or delete persons who have acquired or will acquire shares of Common
Stock under the Plans or are no longer control persons of the Company.
