GAN Gainsco,

Registration No. 333-129678

As filed with the Securities and Exchange Commission on December 29, 2010

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST EFFECTIVE AMENDMENT NO. 2

TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GAINSCO, INC.

(Exact name of registrant as specified in its charter)

3333 Lee Parkway, Suite 1200

Dallas, Texas 75219

(Address of principal executive offices) (Zip Code)

GAINSCO, INC.

2005 Long-Term Incentive Compensation Plan

(Full title of the Plan)

John S. Daniels, Esq.

General Counsel

GAINSCO, INC.

3333 Lee Parkway, Suite 1200

Dallas, Texas 75219

(972) 692-4301

(Name, address, including zip code, and telephone number, including area code, of agent for service)

EXPLANATORY NOTE

On November 14, 2005, GAINSCO, INC., a Texas corporation (the “Company”), filed a Registration Statement on Form S-8 (Registration No. 333-129678) (the “Registration Statement”), which registered shares of its common stock as may be offered or issued in the GAINSCO, INC. 2005 Long-Term Incentive Compensation Plan, as amended (the “Plan”). On June 28, 2010, Post-effective Amendment No. 1 to the Registration Statement (“Amendment No. 1”) was filed to deregister and remove from registration the shares and plan interests previously registered that had not been sold. Amendment No. 1 incorrectly cited the registration number for the Registration Statement but correctly identified the Plan as the employee benefit plan to which the Registration Statement relates.

The purpose of this Post-Effective Amendment No. 2 to the Registration Statement is to identify the correct reference to Registration No. 333-129678, rather than that stated in Amendment No. 1. The contents of Amendment No. 1 are hereby incorporated by reference in this Post-Effective Amendment No. 2.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on December 29, 2010.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates included:

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