UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549








Form 10-K/A


Amendment No.1





(Mark One)


x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the fiscal year ended March 31, 2012


OR




o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from _______________ to _____________





Commission file number 0-19599





WORLD ACCEPTANCE


CORPORATION


(Exact name of registrant as specified in its charter)





South Carolina

570425114(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)





108 Frederick StreetGreenville, South Carolina

29607(Address of principal executive offices)

(Zip Code)




(864) 298-980(Registrant's telephone number, including area code)




SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:





Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, no par value

The NASDAQ Stock Market LLC(NASDAQ Global Select Market)





SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE




Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes oNo x





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.   Yes oNo x





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 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 x  No o





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  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.  o





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):




Large accelerated filer o

Accelerated filer xNon-accelerated filer o

Smaller reporting company o(Do not check if smaller reporting company)





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





The aggregate market value of voting stock held by non-affiliates of the registrant as of September 30, 2011, computed by reference to the closing sale price on such date, was $676,195,083.  (For purposes of calculating this amount only, all directors and executive officers are treated as affiliates.  This determination of affiliate status is not necessarily a conclusive determination for other purposes.)  As of May 29, 2012, 13,508,544 shares of the registrant’s Common Stock, no par value, were outstanding.





DOCUMENTS INCORPORATED BY REFERENCE


Portions of the Registrant's definitive Proxy Statement pertaining to the 2010 Annual Meeting of Shareholders ("the Proxy Statement") and filed pursuant to Regulation 14A are incorporated herein by reference into Part III hereof.














Explanatory Note





This Amendment No. 1 to the Annual Report on Form 10-K of World Acceptance Corporation for the year ended March 31, 2012, originally filed on May 29, 2012 (the “Original Filing”), is being filed solely to correct an error in the number of common shares outstanding as of May 29, 2012 shown on the cover page.  The correct number of common shares outstanding as of such date is 13,508,544, as indicated on the cover page of this Amendment No. 1.





Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-K/A also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.





Except as described above, no other changes have been made to the Original Filing, and this Form 10-K/A does not modify, amend or update in any way any of the financial or other information contained in the Original Filing. This Form 10-K/A does not reflect events that may have occurred subsequent to the filing date of the Original Filing.




SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.





WORLD ACCEPTANCE CORPORATIONBy:
/s/ Kelly M. MalsonKelly M. MalsonSenior Vice President and Chief Financial OfficerDate:   June 14, 2012


EXHIBIT INDEX




The following is a list of all exhibits filed as a part of this amended annual report on Form 10-K/A.




Exhibit

No

Description of Exhibits31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer    *31.2

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer     *