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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
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                                    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): MAY 5, 2008

                           UNIVERSAL POWER GROUP, INC.
                        ---------------------------------

             (Exact name of registrant as specified in its charter)

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

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

        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 2.02: RESULTS OF OPERATIONS AND FINANCIAL CONDITION

       On May 5, 2008, Universal Power Group, Inc., the Registrant, issued a
press release, a copy of which is attached hereto as Exhibit 99.1 and is
incorporated herein by reference, announcing its financial results for the
quarter ended March 31, 2008. In addition, an investor conference call was held
at 11:30 am Eastern Time on May 5, 2008 to discuss financial results for the
quarter ended March 31, 2008. An audio replay of the conference call is
available on our web site at www.upgi.com.

       In accordance with General Instruction B.2 of Form 8-K, the information
in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed
to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or otherwise subject to the liability of that
section, and shall not be incorporated by reference into any registration
statement or other document filed under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.

ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS.

     (d) Exhibits

EXHIBIT NO.                DESCRIPTION
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99.1               Press release, dated May 5, 2008



                                   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: May 8, 2008                             By: /S/ ROGER TANNERY
                                                  -----------------------------
                                                  Name:  Roger Tannery
                                                  Title: Chief Financial Officer