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

                            Regency Affiliates, Inc.
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             (Exact name of registrant as specified in its charter)

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

       610 N.E. Jensen Beach, Florida                               34957
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  (Address of principal executive offices)                        (Zip Code)

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


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         (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 240.13a-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