1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-Q/A

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

         FOR THE QUARTER ENDED June 30, 1996 COMMISSION FILE NO. 1-7949
                               -------------                     -------

                            REGENCY AFFILIATES, INC.
                            ------------------------
             (Exact Name Of Registrant As Specified In Its Charter)

         Delaware                                           72-0888772
         --------                                           ----------
(State or other jurisdiction of                          (IRS Employer
incorporation or organization)                         Identification Number)

381 Robinwood Lane, Wheaton, IL                              60187
- -------------------------------                              -----
(Address of principal executive offices)                   (Zip Code)

10842 Old Mill Road #5, Omaha, Nebraska                      68154
- ---------------------------------------                      -----
(Address of administrative offices)                        (Zip Code)

     Registrant's Telephone Number (executive office) including Area Code:
(708)690-8684 Registrant's Telephone Number (administrative office), including
Area Code: (402)330-8750

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                   Yes   X           No
                                       -----            -----

     Indicate the number of shares outstanding of each of the Issuer's classes
of common stock, as of the latest practicable date.

$.40 Par Value Common Stock- 11,655,664 shares as of June 30, 1996.

                                        1


   2





PART II -- OTHER INFORMATION

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K


Exhibit 10 (b) - Collateral Assignment, Pledge and Security Agreement dated June
21, 1996 between the Company and Southern Indiana Properties, Inc.



   3


                                   SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

                            REGENCY AFFILIATES, INC.
                            ------------------------

                                  (Registrant)

August 21, 1996                                       By: /s/ Gary K. Nuttall
- ----------------------------                             ----------------------
         Date                                             Gary K. Nuttall