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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 13, 2009

                           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         (IRS Employer
         incorporation)                    Number)           Identification No.)



         1720 Hayden Road, Carrollton, Texas                      75006
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       (Address Of Principal Executive Office)                  (Zip Code)

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



- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


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:

[ ] 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 13, 2009, 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 first quarter ended March 31, 2009.

ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS.

     (d) Exhibits

         EXHIBIT NO.               DESCRIPTION
         -----------               -----------
         99.1                      Press release, dated May 13, 2009, announcing
                                   financial results for the first quarter ended
                                   March 31, 2009.


         In accordance with General Instruction B.2 of Form 8-K, the information
in this Current Report on Form 8-K, furnished pursuant to Item 2.02, 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.

                                    * * * * *

                                   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 14, 2009                      By:/s/ Julie Sansom Reese
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                                           Name:  Julie Sansom-Reese
                                           Title: SVP, Finance