UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K/A

|(Mark One)                                 |                                                                                         
|------------------------------------------ | ----------------------------------------------------------------------------------------
|ý                                          | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|For the fiscal year ended October 31, 2005
|OR                                        
|o                                          | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. (0-20820)

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LOGO

SHUFFLE MASTER, INC.(Exact name of registrant as specified in our charter)

|Minnesota(State or other jurisdiction of
incorporation or organization)            |  | 41-1448495(I.R.S. Employer Identification No.)
|---------------------------------------------------------------------------------- |  | ----------------------------------------------
|1106 Palms Airport Drive
Las Vegas, Nevada(Address of principal executive offices) |  | 89119(Zip Code)                               
|702-897-7150(Registrant's telephone number, including area code)                  

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Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock, par value $.01 per share

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Indicate
by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities
Act.    Yes o No ý

If this report is annual or transition, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934.    Yes o No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days.    Yes ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.    ý

Indicate by check mark whether the registrant is an accelerated filer (as defined in
Rule 12b-2).    Yes ý No o

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2).    Yes o No ý

As of February 21, 2006, 34,722,157 shares of Common Stock of the registrant were outstanding. The aggregate market value of Common Stock beneficially owned by
non-affiliates on that date was $825,257,716 based upon the last reported sale price of the Common Stock at that date by The NASDAQ National Market.

DOCUMENTS INCORPORATED BY REFERENCE

Parts II and III of this Annual Report on Form 10-K incorporate by reference information from the Registrant's Proxy Statement for its Annual
Meeting of Shareholders to be held on March 27, 2006 ("Fiscal 2005 Proxy Statement") to be filed with the SEC within 120 days of the end of the fiscal year covered by this report.



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EXPLANATORY NOTE

Shuffle Master, Inc. amends its Annual Report on Form 10-K for the fiscal year ended October 31, 2005, that we filed earlier
today on February 27, 2006, in order to correct the disclosure contained on the cover page which provides that "registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days." As a result of an inadvertent error, the box was checked "No" rather than "Yes." Shuffle Master, Inc. has,
in fact, filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months. No other changes have been made to the
Form 10-K.

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SIGNATURES

Pursuant
to the requirements of Section 13 or 15(d) 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.
|------------------------------- |  | --------------------
|Dated:        February 27, 2006 |  | By:                 

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates
indicated:

|Signature                               |  | Title                                                                               |  | Date             
|--------------------------------------- |  | ----------------------------------------------------------------------------------- |  | -----------------
|                                        |  |                                                                                     |  |                  
|/s/MARK L. YOSELOFFMark L. Yoseloff     |  | Chairman and Chief Executive Officer (Principal Executive Officer)                  |  | February 27, 2006
|/s/PAUL C. MEYERPaul Meyer              |  | President and Chief Operating Officer                                               |  | February 27, 2006
|/s/RICHARD L. BALDWINRichard L. Baldwin |  | Chief Financial Officer and Chief Accounting Officer
(Principal Accounting Officer) |  | February 27, 2006
|/s/LOUIS CASTLELouis Castle             |  | Director                                                                            |  | February 27, 2006
|/s/KEN ROBSONKenneth J. Robson          |  | Director                                                                            |  | February 27, 2006
|/s/GARRY W. SAUNDERSGarry W. Saunders   |  | Director                                                                            |  | February 27, 2006

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