FORM 4
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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).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person *
Bailey John Robert
 2. Issuer Name and Ticker or Trading Symbol
SHUFFLE MASTER INC [SHFL] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

1106 PALMS AIRPORT DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
03/17/2011
(Street)

LAS VEGAS, NV 89119
(City)
(State)
(Zip)
4. If Amendment, Date Original Filed(Month/Day/Year)
03/17/2011		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)

Code

V

Amount

(A) or (D)

Price

Common Stock (1)

03/17/2011 A 4,776A $ 0 49,776D 


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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options

 $10.4703/17/2011 A 9,107 03/17/201203/17/2021

Common Stock

9,107 $ 0 9,107D 

Explanation of Responses:
1.

This Form 4/A expressly amends Table I, column 1 (Title of Security) to report that shares of restricted stock, rather than restricted stock units, were awarded on March 17, 2011.



Signatures

Kathryn S. Lever, by Power of Attorney

08/30/2011
** Signature of Reporting PersonDate
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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Exhibit 24
POWER OF ATTORNEY

John Robert Bailey, whose signature appears below, hereby constitutes
and appoints Kathryn S. Lever, his true and lawful attorney-in-fact
and agent with full power of substitution and re-substitution for
him and in his name, place and stead, in any all capacities, to
execute on his behalf any and all documents relating to the rules
promulgated by the Securities and Exchange Commission (the
"Commission") pursuant to Sections 13 and 16 of the Securities 
Exchange Act of 1934, including but not limited to Forms 3, 4, 
and 5 and 13D, and to file the same with the Commission, granting 
unto said attorney-in-fact and agent, full power and authority to 
do and perform each and every act and thing requisite and necessary 
to be done in and about the premises, as fully to all intents and 
purposes as he might or could do in person, hereby ratifying and 
confirming all that said attorney-in-fact and agent, or his 
substitute or substitutes, may lawfully do or cause to be done by 
virtue hereof.  This Power of Attorney shall expire, unless earlier 
revoked by Mr. Bailey, concurrent with his termination as a Director 
of Shuffle Master, Inc.

Date:	July 11, 2011
/s/
John Robert Bailey