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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): DECEMBER 20, 2006

                            FORTUNE INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

                                     INDIANA
                    (State of incorporation or organization)

                                     0-19049
                            (Commission file number)

                                   20-2803889
                                (I.R.S. Employer
                               Identification No.)

                              6402 CORPORATE DRIVE
                           INDIANAPOLIS, INDIANA 46278
                    (Address of principal executive offices)

                                 (317) 532-1374
                         (REGISTRANT'S TELEPHONE NUMBER,
                              INCLUDING AREA CODE)

     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 5.03. Amendments to Articles of Incorporation or Bylaws.

Effective December 20, 2006, the Registrant amended and restated its Bylaws by
consent of its Board of Directors to revise Section 3.01 to make the election of
a Chief Operating Officer optional rather than mandatory.


Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits


       EXHIBIT #              DESCRIPTION

          3.1                 Second Amended and Restated Code of By-Laws





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, thereunto duly authorized.


                                      FORTUNE INDUSTRIES, INC.

   Date: December 27, 2006            By: /s/ Amy Gallo
                                          -------------
                                             Amy Gallo
                                             Chief Financial Officer