UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

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(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

DECORATOR INDUSTRIES, INC.
(Name of Registrant as Specified in Its Charter)

----------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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DECORATOR INDUSTRIES, INC.
10011 PINES BOULEVARD, SUITE 201
PEMBROKE PINES, FL 33024

NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD MAY 24, 2006

TO THE STOCKHOLDERS OF DECORATOR INDUSTRIES, INC.

Notice is hereby given that the annual meeting of the stockholders of
Decorator Industries, Inc. will be held at Suite 201, 10011 Pines Blvd.,
Pembroke Pines, Florida, on May 24, 2006 at 9:30 A.M., local time, for the
purpose of:

(a) Electing two directors.

(b) Acting upon the proposal that the stockholders approve the 2006
Incentive Stock Option Plan.

The Board of Directors fixed the close of business on April 5, 2006 as
the record date for the determination of stockholders entitled to notice of and
to vote at the annual meeting.

Copies of the Company's proxy statement for the meeting and annual
report to stockholders for the fiscal year ended December 31, 2005 are furnished
herewith.

PLEASE SIGN AND RETURN PROMPTLY THE ENCLOSED PROXY IN THE ENVELOPE
PROVIDED. NO POSTAGE IS REQUIRED FOR MAILING IN THE UNITED STATES. YOUR PROMPT
COMPLIANCE WITH THIS REQUEST WILL BE APPRECIATED AND WILL ASSIST IN OBTAINING A
QUORUM. YOUR PROXY MAY BE WITHDRAWN AT ANY TIME PRIOR TO ITS EXERCISE BY GIVING
NOTICE TO THE UNDERSIGNED.

By Order of the Board of Directors

MICHAEL K. SOLOMON
Secretary

April 12, 2006

PROXY STATEMENT

DECORATOR INDUSTRIES, INC.
10011 Pines Boulevard
Pembroke Pines, FL 33024

April 12, 2006

This statement is furnished in connection with the solicitation of
proxies to be used at the annual meeting of stockholders of Decorator
Industries, Inc. (the "Company"), to be held May 24, 2006 at the place and time
and for the purposes set forth in the foregoing Notice of Annual Meeting, and at
any adjournment thereof. This proxy statement and the enclosed form of proxy and
annual report for 2005 were mailed to stockholders on or about April 12, 2006.

Proxies in the form enclosed are solicited on behalf of the Board of
Directors of the Company. The cost of preparing, assembling and mailing the
notice of annual meeting, proxy statement and form of proxy is to be borne by
the Company. In addition to the solicitation of proxies by use of the mails,
directors, officers or other employees of the Company may solicit proxies
personally or by telephone or other means and the Company may request certain
persons holding stock in their names or in the names of their nominees to obtain
proxies from and send proxy material to the principals and will reimburse such
persons for their expenses in so doing.

The accompanying proxy may be revoked by the stockholder at any time
prior to its use by giving notice of such revocation either personally or in
writing to Michael K. Solomon, Secretary of the Company, 10011 Pines Blvd. Suite
201, Pembroke Pines, FL 33024. Unless the proxy shall have been properly
revoked, the shares represented by proxies in the enclosed form will be voted.
Each such proxy will be voted as directed, but if no direction is indicated, it
will be voted FOR the election of the Board of Directors' nominees named below
and for approval of the 2006 Incentive Stock Option Plan.

Only holders of record of the Company's Common Stock, par value $.20
per share ("Common Stock"), at the close of business on April 5, 2006 will be
entitled to vote at the meeting. As of March 31, 2006, there were 2,982,390
shares of Common Stock outstanding, the holders of which are entitled to one
vote per share, except for cumulative voting in the election of directors, as
explained below.

A quorum for the transaction of business at the annual meeting will
require the presence, in person or by proxy, of stockholders entitled to cast at
least a majority of the total number of votes entitled to be cast at the
meeting. Directors will be elected at the meeting by a plurality of the votes
cast. Abstentions and broker non-votes are counted as shares present for
determination of a quorum but are not counted as affirmative or negative votes
and are not counted in determining the number of votes cast on any matter.

Stockholders are entitled to cumulative voting in the election of
directors, which means that a stockholder is entitled to a number of votes equal
to the number of shares held by such stockholder multiplied by the number of
directors to be elected, and the stockholder may cast all of such votes for one
nominee or divide them between the two nominees.

ELECTION OF DIRECTORS

The Board of Directors consists of three classes of directors with
staggered terms. A purpose of the meeting is the election of two directors to
serve for a term of three years. The last two columns of the tables below give
information regarding the Common Stock beneficially owned by the nominee or
director as of the close of business on March 31, 2006. The percentages in the
last column were computed by dividing the number of shares beneficially owned by
the total of the number of shares of Common Stock outstanding and the number of
shares of Common Stock, if any, which the named nominee or director was entitled
to acquire within 60 days of March 31, 2006 through the exercise of stock
options. Mr. Bassett is trustee of the Trust under the Stock Plan for
Non-Employee Directors (the "Trust").

NOMINEES FOR ELECTION AS DIRECTORS

Information regarding the nominees for election as directors is set
forth below:

Common Shares Percent
Director Beneficially of
Name Age Principal Occupation Since Owned Class
---- --- -------------------- -------- ------------- ------

Joseph N. Ellis 77 Management Consultant 1993 2,500 (1) --

Ellen Downey 53 Retired Treasurer 1997 1,562 (1) --
Ryder Systems, Inc.

- ----------
(1) Excludes shares held in the Trust of 19,371 for Mr. Ellis and 18,912 for Ms.
Downey.

Joseph N. Ellis founded La Salle-Deitch Co., Inc., a distributor of
products for the manufactured housing and recreational vehicle industry in 1963,
and served as its President, Chief Executive Officer and Chairman from 1971
until his retirement in 1992.

Ellen Downey was employed by Ryder Systems, Inc. in various financial
positions from 1978 to 1991 and from 1991 to 1993 served as Vice President and
Treasurer of that company.

The above persons were nominated for the office of director by the
present Board of Directors, upon the recommendation of the Nominating Committee.
Such persons have advised the Company that they are willing to serve as
directors for the term for which they are standing for election. If at the time
of the meeting either of the nominees should be unable or unwilling to serve as
a director for any reason, it is intended that the enclosed proxy will be voted
for the election of such person, if any, as is designated by the Board of
Directors to replace such nominee, unless the proxy withholds authority to vote
for nominees.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOREGOING NOMINEES.

DIRECTORS WHOSE TERMS CONTINUE AFTER THE MEETING

Information regarding the directors whose terms of office continue
after the annual meeting is set forth below:

Common Shares Percent
Director Term Beneficially of
Name Age Principal Occupation Since Expires Owned Class
---- --- -------------------- -------- ------- ------------- -------

William A. Bassett 69 Chairman of the Board, 1980 2007 339,112 (1) 11.25%
President and Chief Executive
Officer of the Company

William A. Bassett, as 60,802 (2) 2.04%
Trustee for the Trust

Thomas L. Dusthimer 71 Consultant to and Director 1997 2007 1,250 (3) --
of Key Bank Elkhart

William C. Dixon 48 President and CEO of 2002 2008 1,000 (3) --
BFD of Metro Washington, Inc.

Terrence H. Murphy 55 Attorney 2005 2008 -- (3) --

- ----------
(1) Includes 31,250 optioned shares which may be acquired within 60 days.
(2) Mr. Bassett disclaims beneficial ownership of these shares.
(3) Excludes shares held in the Trust of 17,631 for Mr. Dusthimer, 4,559 for Mr.
Dixon, and 329 for Mr. Murphy.

William A. Bassett has been President of the Company since 1980, Chief
Executive Officer since 1993 and Chairman of the Board since 1994.

Thomas L. Dusthimer has served as a consultant to and director of Key
Bank (Elkhart, Indiana District) since 1992. From 1973 until his retirement in
1992, Mr. Dusthimer served in various executive positions, including President,
Chief Executive Officer and Chairman, with Ameritrust Indiana Corporation and
Ameritrust National Bank.

William C. Dixon was appointed as a director in November 2002. Mr.
Dixon is President, CEO, and 75% owner of BFD of Metro Washington, Inc. He is
also President, CEO, and 60% owner of KHF of Metro Washington, Inc. BFD was
established in 2002; KHF was established in 2005, and both companies operate
furniture stores in the Washington, DC market. Previously, he had been President
and CEO of Barnes Furniture Co., Inc. from 1998 to 2005. Barnes is a privately
held retail furniture company. Mr. Dixon is the nephew of William A. Bassett.

Terrence H. Murphy was elected to the board in 2005 He is a shareholder
in Klett Rooney Lieber & Schorling, a Professional Corporation, a law firm with
offices in Pittsburgh, Philadelphia and Harrisburg, Pennsylvania, and other
cities. Mr. Murphy is Co-Chair of the firm's Labor and Employment Law Group and
has held that position for more than five years. Klett Rooney Lieber & Schorling
serves as legal counsel to the Company.

At March 31, 2006, the officers and directors of the Company as a group
had sole or shared voting or investment power as to 445,676 shares of the
Company's Common Stock, which together with 68,030 optioned shares that could be
acquired within 60 days after March 31, 2006, would constitute 16.84% of the
total shares then outstanding.

DIRECTOR INDEPENDENCE
All directors and nominees for director, except Mr. Bassett, are
independent as defined in the Company Guide of the American Stock Exchange LLC.

ATTENDANCE AT STOCKHOLDER MEETINGS
Directors are expected to attend all stockholder meetings if reasonably
possible. All members of the Board attended the originally scheduled 2005 annual
meeting of stockholders.

CODE OF ETHICS
The Company has adopted a Code of Conduct and Ethics which covers all
directors, officers, and managers of the Company. It was filed as Exhibit 14 to
the Company's Annual Report on Form 10-K for the fiscal year ended January 3,
2004.

BOARD AND COMMITTEE MEETINGS

The Board of Directors has the following committees: Audit Committee,
Compensation Committee, and Nominating Committee.

During the fiscal year 2005, the Board of Directors held five meetings.

The Audit Committee consists of Joseph N. Ellis (Chairman), Ellen
Downey, Thomas L. Dusthimer and William C. Dixon. The Audit Committee met four
times during 2005. See "Audit Committee Report" herein.

The Compensation Committee consists of Thomas L. Dusthimer (Chairman),
Joseph N. Ellis, and Ellen Downey. The function of the Compensation Committee is
to determine the salary, bonus and benefits for the Chief Executive Officer of
the Company and to recommend to the Board the salary, bonus and benefits for all
other officers. The Compensation Committee met once in 2005.

The Nominating Committee consists of Ellen Downey (Chairwoman), Joseph
N. Ellis, and Thomas L. Dusthimer. The function of the Nominating Committee is
to recommend to the Board persons to be nominated by the Board for election as
directors and persons to be elected by the Board to fill any vacancies on the
Board. The Nominating Committee met once in 2005. See "Nominating Committee
Report" herein.

During the year 2005, all directors attended at least 75% of the total
number of meetings of the Board of Directors and the committees of which he or
she was a member.

DIRECTOR COMPENSATION

Directors who are not employees of the Company are paid an annual
retainer fee of $11,000 for their scheduled services as directors, which
includes four meetings per year. Directors are paid $2,000 for each additional
meeting. Members of the Audit Committee are paid ($2,000 per meeting for
chairman and $1,500 per meeting for other members) for attending Audit Committee
meetings. All fees are paid quarterly in shares of the Company's Common Stock
valued at their closing price on the American Stock Exchange on the third
business day following the release of sales and earnings for the preceding
fiscal year. Under the Company's Stock Plan for Non-Employee Directors, such
directors may elect to defer receipt of their shares, until after they leave the
Board, by having them delivered to the Trust established under the Plan.

PRINCIPAL STOCKHOLDERS

See "Directors Whose Terms Continue After the Meeting" above for the
stockholding of William A. Bassett, Chairman of the Board, President and Chief
Executive Officer of the Company.

Robert E. Robotti of New York, New York has reported on his Schedule
13D dated March 24, 2006 shared voting and dispositive power with respect to
583,147 shares (19.55%) of the Company's Common Stock, including 361,064 shares
reported by Robotti & Company, LLC and 217,318 shares reported by The Ravenswood
Investment Company, L.P., and Kenneth R. Wasiak of New York, New York reported
on the same Schedule 13G shared voting and dispositive power with respect to
222,083 of those shares (7.45%).

FMR Corp. of Boston, Massachusetts has reported on its Schedule 13G/A
dated February 14, 2006 that Fidelity Management & Research Company, a
wholly-owned subsidiary of FMR Corp. and a registered investment adviser, had
sole investment power with respect to 243,515 shares (8.17%) of the Company's
Common Stock.

Prides Capital Partners, L.L.C. of Boston, Massachusetts has reported
on its Schedule 13D/A dated February 7, 2006 that it has shared voting and
dispositive power with respect to 227,900 shares (7.64%) of the Company's Common
Stock.

EXECUTIVE COMPENSATION

EMPLOYMENT AGREEMENT

The Company amended its employment agreement with Mr. Bassett in July
2003 and in May 2004. The amendments extended his employment until December 31,
2007 (the "First Term"). For the five years commencing January 1, 2008, the
Company will employ Mr. Bassett as an employee/consultant (the "Second Term").
His salary during the First Term shall be no less than $336,000 per annum, to be
payable no less frequently than equal monthly installments. He will be eligible
for annual increases and bonuses commensurate with his and the Company's
performance during the preceding year, the payment and amount of which is to be
at the discretion of the Compensation Committee of the Board of Directors.

During the Second Term, Mr. Bassett will receive compensation of at
least 70% of either his salary for 2007, or the average of his salary for 2005,
2006, and 2007, whichever is greater, payable in not less than equal monthly
installments. In addition, the Company will maintain a long term care policy for
Mr. Bassett and his wife for the Second Term. The Company shall also continue,
maintain and pay the premiums on a $1,000,000 insurance policy and a $1,000,000
key man insurance policy on the life of Mr. Bassett, the proceeds of which key
man insurance less the death benefits payable under the terms of his employment
agreement, shall be payable to Mr. Bassett or his personal representative or
named beneficiary.

ANNUAL COMPENSATION AND STOCK OPTIONS

The following table shows the compensation of certain executive
officers of the Company (the "Named Executive Officers") for each of the last
three fiscal years.

SUMMARY COMPENSATION TABLE

Long-term
Compensation
Annual Compensation Awards
------------------------------------------- ------------
Name and Fiscal Optioned All Other
Principal Position Year Salary ($)(1) Bonus($) Other($)(2) Shares(#)(3) Compensation (4)
- ------------------ ------ ------------- -------- ----------- ------------ ----------------

William A. Bassett 2005 336,000 50,000 * -- 37,085
Chairman of the Board, 2004 336,000 64,000 * 12,500 36,734
President and Chief 2003 343,462 57,571 * -- 36,207
Executive Officer

Michael K. Solomon 2005 145,200 22,000 23,618 -- 1,738
Vice President, Treasurer 2004 136,500 22,000 * 3,200 1,637
Chief Financial Officer, 2003 130,614 20,000 * -- 1,474
And Secretary

William A. Johnson 2005 125,000 20,000 * 17,500 1,480
Controller 2004 110,000 20,000 * 5,000 1,275
2003 99,423 17,500 * -- 1,114

- ----------
(1) The fiscal year 2003 was a 53-week fiscal period.
(2) Medical/dental reimbursement plan payments, country club memberships,
personal use of Company vehicles, and payments made in accordance with
Company policy for disqualifying sales of Common Stock acquired upon the
exercise of a qualified stock option. For 2005, payment to Mr. Solomon for
such a sale was $16,000. This payment provided a net benefit to the Company
of $6,369. An asterisk indicates that the total of other annual compensation
for that year was less than 10% of salary and bonus for that year.
(3) In March 2004, Mr. Bassett received an option for 12,500 shares. In March
2005, Mr. Bassett surrendered this option and did not receive any
compensation for the surrender.
(4) Premiums paid by the Company on life and long-term disability insurance
policies, and Company contributions to the 401(k) Retirement Savings Plan.

Mr. Solomon, age 56, has been Vice President of the Company since 1994,
Treasurer and Chief Financial Officer since 1985, and Secretary since March
2005. He beneficially owns 88,780 shares of Common Stock, including 18,780
optioned shares that may be acquired within 60 days of March 31, 2006.

Mr. Johnson, age 46, has been Controller of the Company since January
1997 and an officer of the Company since June 1998. He beneficially owns 18,700
shares of Common Stock, including 18,000 optioned shares that may be acquired
within 60 days of March 31, 2006.

The Company's medical and dental reimbursement plan provides
reimbursement to the corporate and certain divisional officers of the Company
and their dependents (as defined in Section 152 of the Internal Revenue Code)
for their medical and dental expenses. Benefits under the plan are limited to
10% of the participant's compensation during the plan year. The plan also
prohibits any participant from receiving "double reimbursement"; i.e., if a
participant receives reimbursement from another source, he or she must remit to
the Company benefits received under the plan.

On September 1, 1998 the Company began a 401(k) Retirement Savings Plan
which is available to all eligible employees. To be eligible for the plan, the
employee must be at least 21 years of age and have completed one year of
employment. Eligible employees may contribute up to 75% of their earnings with a
maximum of $14,000 for 2005 ($18,000 for employees over 50 years of age) based
on the Internal Revenue Service annual contribution limit. Up until December 31,
2005, the Company matched 25% of the first 4% of the employee's contributions up
to 1% of the employee's earnings. As of January 1, 2006, the Company began
matching 25% of the first 6% of the employee's contributions up to 1.5% of the
employees earnings. Contributions are invested at the direction of the employee
in one or more funds. Company contributions begin to vest after two years.

On April 3, 1995 the Board of Directors adopted, and on June 5, 1995
the stockholders approved, the Company's 1995 Incentive Stock Option Plan (the
"1995 Plan") which has a term of ten years. The 1995 Plan authorizes the
issuance of up to 520,830 shares (as adjusted for stock splits) of Common Stock
pursuant to stock options granted to key employees of the Company. The purchase
price of optioned shares must be the fair market value of the Common Stock on
the date of grant, and the maximum term of the options is ten years; in the case
of options granted to employees who own more than 10% of the outstanding Common
Stock, however, the purchase price must be 110% of the fair market value of the
Common Stock on the date of grant and the term of the option cannot exceed five
years. The number of shares that may be issued under the 1995 Plan, the number
of optioned shares and the purchase price per share are subject to adjustment
for stock splits, stock dividends, reclassifications and the like.

The following table sets forth information concerning the grant of
stock options during the fiscal year 2005 to the Named Executive Officers
pursuant to the 1995 Plan.

OPTION GRANTS IN LAST FISCAL YEAR

Potential Realizable Value (1)
Number of % of Total Exercise Expiration ------------------------------
Name Shares Optioned Shares Optioned Price Date 5% 10%
- ---- --------------- --------------- -------- ---------- -- ---

William A. Johnson 5,000 28.6% $8.25 3/4/2015 $25,942 $65,742
William A. Johnson 12,500 71.4% $9.30 4/1/2015 $73,109 $185,273

- ----------------------
(1) Potential realizable value is based on the assumption that the market price
of the Common Stock appreciates at the annual rates shown (compounded
annually) from the date of grant until the end of the option term. Potential
realizable value is shown net of exercise price. These numbers are
calculated based on regulations promulgated by the Securities and Exchange
Commission and do not reflect the Company's estimate of future stock price
growth.

The following table sets forth information concerning the exercise of
stock options during fiscal year 2005 by the Named Executive Officers and the
value of their unexercised, in-the-money stock options at the end of that fiscal
year December 31, 2005). All options outstanding at December 31, 2005, have a
ten year term. Options granted in 1996 and 1997 vest 20% on the date of the
grant and 20% each year thereafter, and options granted in 1998 and 2004 vest
20% each year beginning at the end of the first year. The options granted in
2002 have varying vesting schedules.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

Value of
Shared Acquired Value Optioned Shares Options At
Name on Exercise Realized at 12/31/05(#) 12/31/05($)(1)
---- --------------- -------- --------------- --------------

William A. Bassett 26,041 $101,555 57,291 (2) $153,071
-- --

Michael A. Solomon 20,832 $93,744 18,140 (2) $5,250
2,560 (3) --

William A. Johnson -- -- 13,500 (2) $27,375
21,500 (3) --

- ----------
(1) Assumes a market value of $8.05 per share, which was the closing price on
the American Stock Exchange on December 30, 2005.
(2) Exercisable.
(3) Unexercisable.

BOARD OF DIRECTORS' REPORT ON EXECUTIVE COMPENSATION

The Board of Directors has approved the salaries of the executive
officers of the Company on an annual basis. In approving the salaries, the Board
considered the size of the Company, its performance during the previous fiscal
year, the responsibilities and performance of the executive officer, and such
other factors as the directors wished to consider. No pre-determined formula or
guidelines were used, and no specific weight was given to any one factor.

The Board has also granted stock options to executive officers and
other key employees as a means of further motivating them to exert their best
efforts on behalf of the Company.

The salary and other benefits of Mr. Bassett, Chief Executive Officer
of the Company, for the fiscal years 2004 and 2005 were determined by the Board
of Directors (without Mr. Bassett's participation) upon recommendation of the
Compensation Committee, which was composed of Messrs. Ellis, Dusthimer, and Ms.
Downey. Such recommendation was based upon consideration of his and the
Company's performance during the previous fiscal year, the responsibilities of
that office, and Mr. Bassett's contributions to the growth and development of
the Company. No specific weight was given to any one of the factors considered.

For the year 2006 and subsequent years, the Compensation Committee,
composed of independent directors, will determine the salary, bonus and benefits
of the Chief Executive Officer and will recommend to the Board the salary, bonus
and benefits of the other officers of the Company. In determining the
compensation of the Chief Executive Officer, the Compensation Committee will
consider (i) the compensation package as a whole, including his or her salary,
bonus, stock options and other perquisites, (ii) his or her performance both
quantitatively and qualitatively, (iii) whether the financial goals of the
Company, including both sales growth and return on equity have been met, (iv)
the sales/revenue increases of the Company, (v) the compensation packages of
other companies of similar size and in the Company's line of business, to the
extent such information is available, and (vi) such other factors as the
Committee may deem relevant at the time.

Board of Directors: William A. Bassett, Joseph N. Ellis, William C.
Dixon, Ellen Downey, Thomas L. Dusthimer, Terrence H. Murphy

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based on our records and other information, we believe that during the
fiscal year 2005 all of our directors and executive officers complied with the
reporting requirements of section 16(a) of the Securities Exchange Act of 1934
in a timely manner.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors serves as a focal point
for communications among the Board, the outside auditors and management as their
duties relate to financial accounting, reporting and internal controls. It
reviews the overall plan of the annual independent audit, the financial
statements, the scope of audit procedures, the performance of the Company's
independent auditors, and the independent auditors' evaluation of internal
controls. The Audit Committee assists the Board in fulfilling its fiduciary
responsibilities as to accounting policies, financial reporting practices and
the sufficiency of auditing with respect thereto; however, management has the
primary responsibility for the financial statements and the financial reporting
process. The Audit Committee is to select the Company's outside auditors and
review and oversee any "related party transactions" with the Company.

The Board has determined that the current members of the Committee,
listed below, are "independent" as defined in Section 121A of the Company Guide
of the American Stock Exchange, and in Rule 10A-3 under the Securities Exchange
Act of 1934 and that the Committee qualifies under Section 121B(2) of the
Company Guide. The Board of Directors has determined that Ellen Downey qualifies
as an "audit committee financial expert" as defined by the rules of the
Securities and Exchange Commission.

The Audit Committee has reviewed and discussed with management the
audited financial statements of the Company for the fiscal year ended December
31, 2005 and has also discussed with Louis Plung & Company, the Company's
independent auditors for that fiscal year, their judgment as to the
acceptability and quality of the Company's accounting principles and the other
matters required by Statement on Auditing Standards 61 to be discussed with the
independent auditors. In addition, the Audit Committee received from Louis Plung
& Company the written disclosures and letter required by Independence Standards
Board Standard No. 1 and has discussed with them their independence from the
Company and its management. The Committee has also considered whether the
provision of nonaudit services to the Company by Louis Plung & Company is
compatible with maintaining their independence. Based on such review and
discussions, the Audit Committee recommended to the Board that the audited
financial statements for the fiscal year ended December 31, 2005 be included in
the Company's Annual Report on Form 10-K for that fiscal year and for filing
with the Securities and Exchange Commission.

Audit Committee: Joseph N. Ellis, Chairman, Ellen Downey, Thomas L.
Dusthimer and William C. Dixon.

NOMINATING COMMITTEE REPORT

The Board of Directors has adopted a Resolution which establishes the
Nominating Committee and sets forth its functions. The Resolution provides as
follows:

The Nominating Committee of the Board of
Directors shall consist of two or more
directors, each of whom shall be an
"Independent Director" as defined in the
Company Guide of the American Stock Exchange
LLC ("Amex"), and no director shall qualify
as independent unless the Board
affirmatively determines that he or she does
not have a material relationship with the
Company that would interfere with the
exercise of independent judgment. The
Committee shall elect its Chairperson from
among its membership. The function of the
Nominating Committee shall be to recommend
to the Board persons to be nominated by the
Board for election as directors and persons
to be elected by the Board to fill any
vacancies on the Board.

No employee or Floor Member of the Amex may
be nominated as a director of the Company.
The Committee will consider for
recommendation to the Board nominees
proposed by the shareholders entitled to
vote who deliver notice to the Secretary of
the Company not less than 45 days nor more
than 75 days prior to the first anniversary
of the record date for the preceding year's
annual meeting, commencing with the annual
meeting in the year 2005.

The members of the Nominating Committee
shall hereafter be Ellen Downey
(Chairperson), Joseph N. Ellis, and Thomas
L. Dusthimer, each of whom is an Independent
Director who has been determined by the
Board not to have a material relationship
with the Company that would interfere with
the exercise of independent judgment.

No shareholders proposed nominees for election as directors at this
annual meeting. The two nominees approved by the Board were recommended by the
Nominating Committee because of their experience and knowledge of the Company's
business and industry. The Committee considered the following factors in
evaluating proposed nominees:

o the needs of the Company with respect to the particular
talents and experience of its incumbent directors;

o the knowledge, skills and experience of the candidate,
including experience in the markets the Company services,
business, finance, in light of prevailing business conditions,
and the knowledge, skills and experience already possessed by
other members of the Board;

o experience with accounting rules and practices;

o references obtained with respect to the candidate;

o the amount of time the candidate can devote to serving on the
Board, and the number of other boards and board committees on
which the candidate serves; and

o the desire to balance the considerable benefit of continuity
with the periodic injection of fresh perspectives provided by
new members.

There are no stated minimum criteria for director nominees. None of the
foregoing factors is an absolute requirement. The Nominating Committee will
evaluate all of these factors, and others, as necessary to satisfy the Company's
needs and objectives at the time a candidate is being considered. The Nominating
Committee's goal is to assemble a Board of Directors that brings to the Company
a variety of perspectives and skills derived from high quality business and
professional experience.

SHAREHOLDER COMMUNICATIONS WITH DIRECTORS

The Board has established a process for shareholders to communicate
with members of the Board. The Chairperson of the Nominating Committee, with the
assistance of the Company's Secretary, is primarily responsible for monitoring
communications from shareholders and providing copies or summaries of such
communications to the other directors, as he or she considers appropriate.
Shareholders who wish to send communications to the Board may do so by writing:
Ellen Downey, Chairperson of the Nominating Committee, c/o the Company's
Secretary, 10011 Pines Blvd. Suite 201, Pembroke Pines, FL 33024.

APPROVAL OF 2006 INCENTIVE STOCK OPTION PLAN

On February 28, 2006, the Board of Directors adopted the 2006 Incentive
Stock Option Plan (the "Plan) and directed that the Plan be submitted to the
shareholders at the 2006 annual meeting for their approval.

The purpose of the Plan is to provide financial incentives for selected
key personnel of the Company, thereby promoting the long-term growth and
financial success of the Company by (i) attracting and retaining personnel of
outstanding ability, (ii) strengthening the Company's capability to develop and
maintain a competent management team, (iii) motivating key personnel to achieve
long-range performance goals and objectives and (iv) providing incentive
compensation opportunities competitive with those of other corporations.

SUMMARY OF THE PLAN

The Plan authorizes the granting of stock options to full-time
employees who are responsible for the management, growth and protection of the
business of the Company. Optionees shall be selected by the Board of Directors,
on the recommendation of the company's Compensation Committee of the Board of
Directors (the "Committee"), from among those eligible; except that any grants
to the chief executive officer of the Company will be made by the Committee.

Awards to participants will be administered by the Committee. The
Committee is authorized, in its discretion but within the parameters set forth
in the Plan, to recommend those officers and employees who shall receive awards,
the number of shares to be optioned and the time or times when awards shall be
made and to interpret the terms and provisions thereof. The Committee has
general authority to interpret the Plan and establish rules and regulations for
its administration.

Up to 250,000 shares of Common Stock may be issued or delivered by the
Company under the Plan, which may include newly-issued or treasury shares. The
number and kind of shares that may be issued, the number of shares subject to

outstanding options, the exercise (purchase) price per share and other relevant
provisions are subject to appropriate adjustments for stock splits, stock
dividends, reverse splits, recapitalizations, a merger in which the Company is
the surviving corporation or other similar capital change. Such adjustment shall
be determined by the Board of Directors, whose determination shall be binding on
all persons.

Incentive Stock Options. Stock options granted under the Plan are
intended to be "incentive stock options" ("ISOs") within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended (the "Code"). The aggregate
fair market value (determined at the time the option is granted) of the stock
with respect to which ISOs are exercisable for the first time by an optionee
during any calendar year, under all plans of the optionee's employer corporation
and its parent and subsidiary corporations, cannot exceed $100,000. An ISO
granted to any employee who, at the time of grant, owns stock possessing more
than 10% of the total combined voting power of all classes of stock of the
Company or any subsidiary must expire no later than five years after the date of
grant, and the exercise price must be at least 110% of the fair market value of
the stock at the time of grant. No ISO may be exercisable more than three months
after termination of the optionee's employment with the Company or with a parent
or subsidiary corporation of the Company, except that when such employment is
terminated because of permanent and total disability within the meaning of
Section 22(e)(3) of the Code ("Permanent Disability") or death, such period may
be one year.

Terms and provisions of stock options. The terms and provisions of
stock options shall be determined by the Committee, provided that (a) the
exercise price must be at least 100% of the fair market value (as defined) of
the stock at the time of grant, as determined by the Committee, (b) the options
must expire no later than ten years from the date of grant, and (c) the options
must comply with the applicable requirements as set forth in "Incentive Stock
Options" above. The terms and provisions of option grants need not be uniform.
In the case of death while employed by the Company or within 90 days after
termination of employment, the option may be exercised by the optionee's legal
representative within 12 months after the date of death, but only to the extent
the option was exercisable at the time of death. In the event an optionee's
employment is terminated for any other reason after the optionee shall have been
continuously employed by the Company for at least one year after the granting of
the option, the option may be exercised within 90 days after such termination,
but only to the extent the option was exercisable at the date of such
termination. However, if an optionee's employment is terminated by reason of
disability, or if the optionee becomes disabled within 90 days after the
termination of employment, the Board may extend the time within which the option
may be exercised, but it may be exercised only to the extent it was exercisable
at the date of termination of employment. Notwithstanding the foregoing, in no
event may any option be exercised after its date of expiration.

Stock option agreement. Each stock option shall be evidenced by a stock
option agreement in such form and containing such provisions, not inconsistent
with the provisions of the Plan, as the Committee shall determine, subject to
the approval of the Board of Directors. The terms and provisions of such
agreements need not be uniform.

Manner of exercise. Stock options may be exercised by giving written
notice of exercise to the Company specifying the number of shares to be
purchased. The notice of exercise must be accompanied by payment in full of the
exercise price in cash or by check or by delivering to the Company shares of its
Common Stock having a fair market value equal to the required purchase price. If
the shares delivered to the Company were originally acquired from the Company,
either directly or indirectly, upon the exercise of an Option or otherwise, such
shares must have been held by the Optionee for the requisite period specified in
Section 422(a) of the Code. At the Optionee's election, such shares may be
constructively delivered to the Company through "attestation"; that is, the
Optionee (or the registered securities broker holding the shares on behalf of
the Optionee) must provide the Company a written statement attesting to the
Optionee's ownership of the shares that are intended to be delivered to the
Company and to the period the shares have been owned by the Optionee. Upon
receipt of such a statement, the Company will treat such shares as
constructively exchanged and will issue to the Optionee (or the broker, if
appropriate) a stock certificate for the number of shares for which the Option
was exercised, minus the number of shares used to pay for the exercise through
the constructive delivery.

The Board, on the recommendation of the Committee, may accept surrender
of the right to exercise an option in whole or in part and authorize a payment
in consideration therefor of an amount equal to the excess of the fair market
value of the shares over the option exercise price, such payment to be in shares
of Common Stock valued at their fair market value on the date of surrender of
the option, or in cash, or partly in such shares and partly in cash.

Nontransferability. No stock option awarded under the Plan shall be
transferable by the optionee other than by will or the laws of descent and
distribution. Options shall be exercisable during the optionee's lifetime only
by the optionee.

Stockholder rights. An optionee has no rights as a stockholder with
respect to any stock covered by the option until the issuance to the optionee of
a stock certificate representing such stock.

No right to employment. Neither the establishment of the Plan nor any
action taken by the Company, the Board or the Committee under the Plan, nor any
provision of the Plan, shall be construed as giving to any person the right to
be retained in the service of the Company.

Consolidation or merger. In the event of a consolidation or merger in
which the Company is not the surviving corporation, the holder of any then
outstanding option shall thereafter be entitled to receive, upon exercise of the
option, the same number and kind of shares, securities or other property as he
or she would have received had the option been exercised immediately prior to
such merger or consolidation.

Amendments. The Board may at any time amend the Plan as it deems
advisable. No such amendment, however, may adversely affect any stock option
theretofore granted, except to the extent deemed necessary or advisable by the
Board to assure that the option qualifies as an ISO and meets the requirements
of Rule 16b-3 under the Securities and Exchange Act of 1934. No amendment may be
made, however, unless approved by the shareholders of the Company, which would
(a) increase the maximum number of shares of Common Stock available under the
Plan (subject to adjustment as explained above), (b) reduce the exercise price
of options below the prices provided for in the Plan, (c) extend the period
within which options may be granted, (d) extend the term of the options beyond
ten years from the date of grant or (e) change the designation of the person or
classes of persons eligible to receive such awards under the Plan.

Term of Plan. The Plan will expire at midnight on February 27, 2016
unless earlier terminated by the Board of Directors; however, options granted
prior to the expiration of the Plan will remain in effect in accordance with
their respective provisions.

FEDERAL INCOME TAX CONSEQUENCES

Under the Code as currently in effect, there is no taxable income to an
optionee when an ISO is granted to the optionee or when the ISO is exercised.
The excess, however, of the fair market value of the underlying shares on the
date of exercise over the option exercise price will be an item of tax
preference and, accordingly, must be taken into account in determining whether
the optionee is subject to the alternative minimum tax for the year of exercise.
If the optionee does not dispose of the shares within one year of the date on
which the shares are transferred to the optionee nor within two years of the
date of option grant, any gain realized upon the disposition will be taxable as
long-term capital gain. However, if the optionee does not satisfy the applicable
holding period, the excess of fair market value of the shares on the date of
exercise over the option exercise price (but not exceeding the amount by which
the sale price of the shares exceeds the option price) will be taxable as
ordinary income for the year in which the shares are disposed of. The Company
will be entitled to a corresponding tax deduction for any amounts which are
taxable to an optionee as ordinary income. The Plan provides that in the event
that an optionee is subject to the alternative minimum tax as a result of the
exercise of an option, such optionee may, with the approval of the Committee,
provide for the payment of the additional income tax resulting from such
exercise by delivering to the Company shares of Common Stock having a fair
market value equal to the additional income tax, such fair market value to be
credited to the optionee's income tax withholding account with the Company.

The closing price of the Common Stock on the American Stock Exchange on
March 30, 2006 was $8.75.

Approval of the Plan will require the affirmative vote of a majority of
the votes cast on the Plan.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE PLAN.

PERFORMANCE GRAPH

Set forth below is a graph which compares the value for the five
calendar years ended December 31, 2005 of $100 invested at the close of trading
on December 31, 2000, in each of the following investment alternatives: (a) the
Company's Common Stock, (b) the "Russell 2000" Index, and (c) the "S & P 500"
Index. The graph has been prepared assuming the reinvestment of all cash
dividends paid during the period. The Company is not able to identify a peer
group for comparison purposes.

[GRAPHIC OMITTED]

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN

Among Decorator Industries, Inc., The S & P 500 Index and The Russell 2000 Index

12/00 12/01 12/02 12/03 12/04 12/05
------ ------ ------ ------ ------ ------
(In Dollars)

DECORATOR 100.00 152.61 211.70 260.20 337.51 342.31
S & P 500 100.00 88.12 68.64 88.33 97.94 102.75
RUSSELL 2000 100.00 102.49 81.49 120.00 142.00 148.46

DISCRETIONARY AUTHORITY

At the time of mailing copies of this proxy statement to stockholders,
the election of directors and the 2006 Incentive Stock Option Plan were the only
matters known by management that will be presented for action at the annual
meeting of stockholders. Should any other matters come before the meeting,
action may be taken thereon pursuant to proxies in the form enclosed, which
confer discretionary authority upon the persons named therein or their
substitutes with respect to any such business which may properly come before the
meeting.

CONCERNING THE AUDITORS

Louis Plung & Company are the independent public accountants of the
Company and have been selected as the Company's independent public accountants
for the current fiscal year by the Audit Committee. Representatives of such firm
are not expected to be in attendance at the annual meeting.

AUDIT FEES

The following table presents fees for professional audit services
rendered by Louis Plung & Company for the audit of the Company's annual
financial statements for the fiscal years ended December 31, 2005 and January 1,
2005, and fees billed for other services rendered by Louis Plung & Company
during those periods.

Audit Fees(1) Audit Related Fees(2) Tax Fees(3) All Other Fees Total
------------- --------------------- ----------- -------------- -----

2005 $46,500 $17,000 $21,500 -- $85,000
2004 $43,250 -- $19,500 -- $62,750

- ----------
(1) Professional services rendered for the audit of the Company's financial
statements for the fiscal years ended December 31, 2005 and January 1, 2005,
the audit of the Company's 401(k) plan, and the reviews of the financial
statements included in the Company's Forms 10-Q for that fiscal year.
(2) Professional services rendered in 2005 for the restatement of the Company's
fiscal 2004 interim financial statements.
(3) Professional services rendered for the preparation of the Company's federal,
state, and local tax returns.

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT
SERVICES OF INDEPENDENT AUDITOR

The Audit Committee is responsible for the pre-approval of all audit
and permitted non-audit services performed by outside auditors, and will not
engage outside auditors to perform any non-audit services proscribed by law or
regulation. The Audit Committee may delegate authority for the pre-approval of
all audit and non-audit services to a member of the Committee. All such
approvals will be reported to the Audit Committee at its next scheduled meeting.
The approval of a non-audit service to be performed by the outside auditors
shall be disclosed to the investors in a timely manner in accordance with
applicable regulations.

OTHER INFORMATION

The Nominating Committee will consider nominees recommended by
stockholders for election as directors at the annual meeting in the year 2007 if
information concerning the recommended nominees is received by the Company not
later than March 14, 2007 and not before February 12, 2007.

Stockholder proposals intended to be presented at the annual meeting in
the year 2007 must be received by the Company prior to January 8, 2007 to be
considered for inclusion in the Company's proxy statement and form of proxy for
that meeting.

By Order of the Board of Directors

MICHAEL K. SOLOMON
Secretary