RAFI Regency Affiliates Inc (PK)

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) August 13, 2008

 Delaware 1-7949 72-0888772
--------------------------------------------------------------------------------
(State or other jurisdiction (Commission (I.R.S. Employer
 of incorporation) File Number) Identification No.)

Registrant's telephone number, including area code (772) 334-8181

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 240.13a-4(c))

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

On August 13, 2008, the Board of Directors of Regency Affiliates, Inc (the "Company") approved an amendment to the Company's 2003 Stock Incentive Plan, as amended (the "Plan"), which increased the number of authorized shares under the Plan from 500,000 to 750,000. All other terms of the Plan remain in full force and effect.

Signature

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.

REGENCY AFFILIATES, INC.

 By: /s/ Laurence S. Levy
 -----------------------
 Name: Laurence S. Levy
 Title: President

Date: August 14, 2008

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