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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------
                                    FORM 8-K

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

       Date of Report (Date of earliest event reported): OCTOBER 15, 2007

                           UNIVERSAL POWER GROUP, INC.
                        ---------------------------------
             (Exact name of registrant as specified in its charter)

          Texas                     001-33207                 75-1288690
- --------------------------  --------------------------  -----------------------
     (State or other          (Commission File No.)         (IRS Employer
     jurisdiction of                                     Identification No.)
     incorporation)

        1720 Hayden Road
        Carrollton, Texas                                       75006
- ----------------------------------                     ------------------------
 (Address of principal executive                             (Zip Code)
            offices)

   Registrant's telephone number, including area code    (469) 892-1122
                                                         --------------

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))


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ITEM 5.02: DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.

      Universal  Power  Group,  Inc.  (the  "Company")   appointed  Mr.  Roger
Tannery,  62, as Chief Financial  Officer  effective  October 15, 2007.  Julie
Sansom-Reese,  the Company's former CFO will remain with the Company as Senior
VP of Finance.

      Since January 2007, Mr. Tannery has been associated with the Company as a
consultant. Mr. Tannery served as CEO as well as consultant for ProAlliance
Group since October 2003 and was consultant and Vice-President of Finance at CTX
Mortgage (the financial services group of Centex Corp) from September 1998 until
October 2003. He began his career as a Certified Public Accountant with the
predecessor of Deloitte and Touche and later became a founding partner in a
regional CPA firm. Mr. Tannery has a Bachelor of Business Administration in
Accounting from the University of North Texas.

      There are no family relationships between Mr. Tannery and any director or
executive officer of the Company, and there are no arrangements or
understandings between Mr. Tannery and any other person pursuant to which Mr.
Tannery was selected as an executive officer of the Company. Notwithstanding
being associated with the Company as a consultant since January 2007, Mr.
Tannery is not currently engaged, and has not during the last fiscal year been
engaged, in any transactions with the Company that are required to be disclosed
under Item 404 of Regulation S-K, nor have any such transactions been proposed.

      Mr. Tannery will receive an initial annual base salary of $135,000 and
will also be eligible to participate in the Company's management incentive
compensation plan and is eligible to participate in all employee benefit
programs.

ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS.

   (d)      Exhibits

EXHIBIT NO.                               DESCRIPTION
- -----------                               -----------
99.1              Press release, dated October 15, 2007, announcing Mr.
                  Tannery's appointment  as Chief Financial Officer




                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                     Universal Power Group, Inc.


Date:  October 17, 2007              By  /S/ RANDY HARDIN
                                       ----------------------------
                                       Name: Randy Hardin
                                       Title:President, Chief Executive Officer