----

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| x      | QUARTERLY      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF      1934  |
|--------|----------------------------------------------------------------------------------------------------|
|   |                                                                                               |
|   | For      the quarterly period ended: March      31, 2009                                      |
|   |                                                                                               |
|   | OR                                                                                                 |
|   |                                                                                               |
| o      | TRANSITION      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE      ACT OF 1934 |
|   |                                                                                               |
|   | For      the transition period from _______________ to      _______________                   |

| Delaware                                     |   | 72-0888772               |
|----------------------------------------------|--------|--------------------------|
| (State or other      Jurisdiction of         |   | (I.R.S.      Employer    |
| Incorporation or      Organization)          |   | Identification      No.) |
|                                         |   |                     |
| 610      Jensen Beach Boulevard              |   |                     |
| Jensen Beach,      Florida                   |   | 34957                    |
| (Address of      Principal Executive Office) |   | (Zip      Code)          |

| Large accelerated      filer  ̈                                             |   | Accelerated      filer   ̈ |
|---------------------------------------------------------------------------------|--------|------------------------------------------|
| Non-accelerated      filer (Do not check if a smaller reporting company)  ̈ |   | Smaller reporting      company x         |

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| Part      I. Financial Information                                                                            |   |
|---------------------------------------------------------------------------------------------------------------|--------|
| Item      1. Financial Statements                                                                             |   |
| Consolidated      Balance Sheets March 31, 2009 (unaudited) and December 31, 2008                             | 3      |
| Consolidated      Statements of Operations (Unaudited)                                                        | 4      |
| Consolidated      Statement of Cash Flows (Unaudited)                                                         | 5      |
| Notes      to Consolidated Financial Statements                                                               | 6      |
| Item 2. Management’s Discussion and      Analysis of Financial Condition and Results of Operations | 8      |
| Item      3. Quantitative and Qualitative Disclosures About Market      Risk                             | 11     |
| Item      4. Controls and Procedures                                                                     | 11     |
| Part      II. Other Information                                                                               |   |
| Item      1. Legal Proceedings                                                                           | 12     |
| Item      1A. Risk Factors                                                                               | 12     |
| Item      2. Unregistered Sales of Equity Securities and Use of      Proceeds                            | 12     |
| Item      3. Defaults Upon Senior Securities                                                             | 12     |
| Item      4. Submission of Matters to a Vote of SecurityHolders                                          | 12     |
| Item      5. Other Information                                                                           | 12     |
| Item      6. Exhibits                                                                                    | 12     |
| Signatures                                                                                                    | 14     |

----

| Assets                                                 |   |                           |            |   |
|--------------------------------------------------------|--------|--------------------------------|-----------------|--------|
|                                                   |   | March      31, 2009(Unaudited) |            |   | December      31, 2008 |   |
| Current      Assets                                    |   |                           |            |   |   |   |
| Cash      and cash equivalents                         |   | $                              | 266,621         |   |   | $ | 7,469,213 |   |
| Marketable      securities                             |   |                           | 9,799,750       |   |   |   | 2,900,000 |   |
| Interest      receivable, net of allowance of $644,109 |   |                           | -               |   |   |   | - |   |
| Other      current assets                              |   |                           | 410,666         |   |   |   | 404,424 |   |
|                                                   |   |                           |            |   |   |   |   |   |
| Total      Current Assets                              |   |                           | 10,477,037      |   |   |   | 10,773,637 |   |
|                                                   |   |                           |            |   |   |   |   |   |
| Property,      plant and equipment, net                |   |                           | 8,325           |   |   |   | 9,283 |   |
|                                                   |   |                           |            |   |   |   |   |   |
| Investment      in partnerships/LLC                    |   |                           | 11,416,330      |   |   |   | 10,972,900 |   |
|                                                   |   |                           |            |   |   |   |   |   |
| Deferred      tax asset                                |   |                           |  1,105,000 |   |   |   |  1,105,000 |   |
|                                                   |   |                           |            |   |   |   |   |   |
| Other                                                  |   |                           | 1,300           |   |   |   | 1,300 |   |
|                                                   |   |                           |            |   |   |   |   |   |
| Total      Assets                                      |   | $                              | 23,007,992      |   |   | $ | 22,862,120 |   |
|                                                   |   |                           |            |   |   |   |   |   |

| Liabilities      and Shareholders' Equity                              |   |   |       |   |
|------------------------------------------------------------------------|--------|--------|------------|--------|
|                                                                   |   |   |       |   |   |   |
| Current      Liabilities                                               |   |   |       |   |   |   |
| Accounts      payable and accrued expenses                             |   | $      | 245,547    |   |   | $ | 300,600 |   |
| Settlement      payable                                                |   |   | 3,034,590  |   |   |   | 3,025,269 |   |
| Total      Liabilities                                                 |   |   | 3,280,137  |   |   |   | 3,325,869 |   |
|                                                                   |   |   |       |   |   |   |   |   |
| Commitments      and contingencies                                     |   |   | -          |   |   |   | - |   |
| Shareholders'      equity                                              |   |   |       |   |   |   |   |   |
| Serial      preferred stock Series C and D, 234,544 sharesoutstanding, |   |   |       |   |   |   |   |   |
| not      subject to mandatory redemption (Maximum liquidation          |   |   |       |   |   |   |   |   |
| preference      $21,141,940)                                           |   |   | 486,076    |   |   |   | 486,076 |   |
|                                                                   |   |   |       |   |   |   |   |   |
| Common      stock, par value $.01; authorized 8,000,000 shares;        |   |   |       |   |   |   |   |   |
| issued      3,534,812 shares; outstanding 3,468,544 shares             |   |   | 35,349     |   |   |   | 35,349 |   |
|                                                                   |   |   |       |   |   |   |   |   |
| Additional      paid-in capital                                        |   |   | 7,281,219  |   |   |   | 7,281,219 |   |
| Readjustment      resulting from quasi-reorganization at December 1987 |   |   | (1,670,596 | )      |   |   | (1,670,596 | ) |
| Retained      earnings                                                 |   |   | 14,004,657 |   |   |   | 13,813,053 |   |
| Note      receivable - sale of stock, net of allowance of $2,440,000   |   |   | -          |   |   |   | - |   |
| Treasury      stock, 66,268 shares at cost                             |   |   | (408,850   | )      |   |   | (408,850 | ) |
|                                                                   |   |   |       |   |   |   |   |   |
| Total      Shareholders' Equity                                        |   |   | 19,727,855 |   |   |   | 19,536,251 |   |
|                                                                   |   |   |       |   |   |   |   |   |
| Total      Liabilities and Shareholders’ Equity                  |   | $      | 23,007,992 |   |   | $ | 22,862,120 |   |
|                                                                   |   |   |       |   |   |   |   |   |

----

|                                                       |   | Three Months Ended March31, |      |
|------------------------------------------------------------|--------|-----------------------------|-----------|
|                                                       |   | 2009                        |      |   | 2008 |   |
|                                                       |   |                        |      |   |   |   |
| Net      Sales                                             |   | $                           | -         |   |   | $ | - |   |
|                                                       |   |                        |      |   |   |   |   |   |
| Costs      and expenses                                    |   |                        |      |   |   |   |   |   |
| General and administrative      expenses                   |   |                        | 234,031   |   |   |   | 280,809 |   |
|                                                       |   |                        | 234,031   |   |   |   | 280,809 |   |
|                                                       |   |                        |      |   |   |   |   |   |
| Loss      from operations                                  |   |                        | (234,031  | ) |   |   | (280,809 | ) |
|                                                       |   |                        |      |   |   |   |   |   |
| Income      from equity investment in partnerships         |   |                        | 443,431   |   |   |   | 688,045 |   |
| Interest      expense                                      |   |                        | (9,321    | ) |   |   | - |   |
| Interest      and dividend income                          |   |                        | 1,699     |   |   |   | 60,707 |   |
|                                                       |   |                        |      |   |   |   |   |   |
| Net      income before income taxes                        |   |                        | 201,778   |   |   |   | 467,943 |   |
|                                                       |   |                        |      |   |   |   |   |   |
| Income      tax expense                                    |   |                        | 10,174    |   |   |   | 9,640 |   |
|                                                       |   |                        |      |   |   |   |   |   |
| Net      Income                                            |   | $                           | 191,604   |   |   | $ | 458,303 |   |
|                                                       |   |                        |      |   |   |   |   |   |
| Net      income (loss) per common share:                   |   |                        |      |   |   |   |   |   |
| Basic                                                      |   | $                           | .05       |   |   | $ | .13 |   |
| Diluted                                                    |   | $                           | .05       |   |   | $ | .12 |   |
|                                                       |   |                        |      |   |   |   |   |   |
|                                                       |   |                        |      |   |   |   |   |   |
| Weighted      average number of common shares outstanding: |   |                        |      |   |   |   |   |   |
| Basic                                                      |   |                        | 3,534,812 |   |   |   | 3,531,812 |   |
| Diluted                                                    |   |                        | 3,585,331 |   |   |   | 3,765,107 |   |

----

|                                                                                               |   | Three Months Ended March31, |        |
|----------------------------------------------------------------------------------------------------|--------|-----------------------------|-------------|
|                                                                                               |   | 2009                        |        |   | 2008 |   |
| Cash      flows from operating activities                                                          |   |                        |        |   |   |   |
|                                                                                               |   |                        |        |   |   |   |
| Net income                                                                                         |   | $                           | 191,604     |   |   | $ | 458,303 |   |
| Adjustments to reconcile net      income to                                                        |   |                        |        |   |   |   |   |   |
| net cash used in operating      activities                                                         |   |                        |        |   |   |   |   |   |
| Depreciation and      amortization                                                                 |   |                        | 958         |   |   |   | 958 |   |
| Income from equity investment      in partnerships                                                 |   |                        | (443,430    | ) |   |   | (688,045 | ) |
|                                                                                               |   |                        |        |   |   |   |   |   |
| Changes in operating assets and      liabilities                                                   |   |                        |        |   |   |   |   |   |
| Other current      assets                                                                          |   |                        | (6,242      | ) |   |   | 5,816 |   |
| Accounts payable and accrued      expenses                                                         |   |                        | (45,732     | ) |   |   | (159,711 | ) |
| Income taxes      payable                                                                          |   |                        | -           |   |   |   | 8,000 |   |
| Net cash used in operating      activities                                                         |   |                        | (302,842    | ) |   |   | (374,679 | ) |
|                                                                                               |   |                        |        |   |   |   |   |   |
| Cash      flows from investing activities                                                          |   |                        |        |   |   |   |   |   |
|                                                                                               |   |                        |        |   |   |   |   |   |
| Proceeds from sales of      marketable securities                                                  |   |                        | 15,700,000  |   |   |   | 28,800,000 |   |
| Purchases of marketable      securities                                                            |   |                        | (22,599,750 | ) |   |   | (28,312,914 | ) |
|                                                                                               |   |                        |        |   |   |   |   |   |
|        Net      cash provided by (used in) investing activities |   |                        | (6,899,750  | ) |   |   | 487,086 |   |
|                                                                                               |   |                        |        |   |   |   |   |   |
| Increase      (decrease) in cash and cash equivalents                                              |   | $                           | (7,202,592  | ) |   | $ | 112,407 |   |
|                                                                                               |   |                        |        |   |   |   |   |   |
| Cash      and cash equivalents – beginning                                                   |   |                        | 7,469,213   |   |   |   | 253,566 |   |
|                                                                                               |   |                        |        |   |   |   |   |   |
| Cash      and cash equivalents – ending                                                      |   | $                           | 266,621     |   |   | $ | 365,973 |   |
|                                                                                               |   |                        |        |   |   |   |   |   |

|                                                    |   | Three Months Ended March31, |   |
|---------------------------------------------------------|--------|-----------------------------|--------|
|                                                    |   | 2009                        |   |   | 2008 |   |
| Supplemental      disclosures of cash flow information: |   |                        |   |   |   |   |
| Cash paid during the period      for:                   |   |                        |   |   |   |   |
| Interest                                                |   | $                           | -      |   |   | $ | - |   |
|                                                    |   |                        |   |   |   |   |   |   |
| Income taxes                                            |   | $                           | 22,174 |   |   | $ | 61,640 |   |

----

----

----

----

----

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| 3.1(i)(a) |   | Restated      Certificate of Incorporation of the Company (filed as Exhibit 3.1(i)(a) to      the Company's Quarterly Report on Form 10-Q for the period ended September      30, 2002, filed on November 19, 2002, and incorporated herein by      reference).                                                           |
|-----------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |   |                                                                                                                                                                                                                                                                                                                           |
| 3.1(i)(b) |   | Corrected      Certificate of Amendment reflecting amendment to Restated Certificate of      Incorporation of the Company (filed as Exhibit 3.1(i)(b) to the Company's      Quarterly Report      on Form 10-Q for the period ended September 30, 2002, filed on November      19, 2002, and incorporated herein byreference). |

----

| 3.1(i)(c)                                                                                                                   |   | Certificate      of Amendment of Restated Certificate of Incorporation of Regency      Affiliates, Inc. (filed as Exhibit A to the Company's Information      Statement on Schedule 14C filed on October 27, 2003 and incorporated      by reference herein).           |
|-----------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                        |   |                                                                                                                                                                                                                                                                         |
| 3.1(i)(d)                                                                                                                   |   | Certificate      of Designation - Series B Preferred Stock, $10 Stated Value, $.10 par      value (filed as Exhibit to Form 10-K dated June 7, 1993 and incorporated      herein by reference).                                                                              |
|                                                                                                                        |   |                                                                                                                                                                                                                                                                         |
| 3.1(i)(e)                                                                                                                   |   | Amended      and Restated Certificate of Designation, Series C Preferred Stock, $100      Stated Value, $.10 par value (filed as Exhibit 99.4 to the Company's      Current Report on      Form 8-K filed on October 18, 2002, and incorporated herein by      reference).   |
|                                                                                                                        |   |                                                                                                                                                                                                                                                                         |
| 3.1(i)(f)                                                                                                                   |   | Certificate      of Designation - Series D Junior Preferred Stock, $10 Stated Value, $.10      par value (filed as Exhibit to Form 10-K dated June 7, 1993 and      incorporated herein by reference).                                                                  |
|                                                                                                                        |   |                                                                                                                                                                                                                                                                         |
| 3.1(i)(g)                                                                                                                   |   | Certificate      of Designation - Series E Preferred Stock, $100 Stated Value, $.10 par      value (filed as Exhibit 4.1 to the Company's Annual Report on Form 10-K      for the year ended      December 31, 1995 at page E-1, and incorporated herein by      reference). |
|                                                                                                                        |   |                                                                                                                                                                                                                                                                         |
| 3.1(ii)(a)                                                                                                                  |   | By-laws      of the Company (filed as Exhibit 3.4 to the Company's Registration      Statement on Form S-1, Registration Number 2-86906, and incorporated      herein by reference).                                                                                         |
|                                                                                                                        |   |                                                                                                                                                                                                                                                                         |
| 3.1.(ii)(b)                                                                                                                 |   | Amendment      No. 1 to By-Laws of the Company (filed as Exhibit 3.1(ii)(b) to the      Company's Quarterly Report on Form 10-Q for the period ended September 30,      2002, filed on November 19, 2002, and incorporated herein      by reference).                   |
|                                                                                                                        |   |                                                                                                                                                                                                                                                                         |
| 10.1*                                                                                                                       |   | Stock      Option Agreement, dated as of April 30, 2009 between the Company and      Laurence S. Levy (incorporated by reference from the Company’s Annual      Report on Form 10-K for the year ended December 31,  2008).                                            |
|                                                                                                                        |   |                                                                                                                                                                                                                                                                         |
| 21+                                                                                                                         |   | Schedule      of Subsidiaries.                                                                                                                                                                                                                                               |
|                                                                                                                        |   |                                                                                                                                                                                                                                                                         |
| 31.1+                                                                                                                       |   | Chief      Executive Officer’s Certificate, pursuant to Section 302 of the      Sarbanes-Oxley Act of 2002.                                                                                                                                                            |
|                                                                                                                        |   |                                                                                                                                                                                                                                                                         |
| 31.2+                                                                                                                       |   | Chief      Financial Officer’s Certificate, pursuant to Section 302 of the      Sarbanes-Oxley Act of 2002.                                                                                                                                                            |
|                                                                                                                        |   |                                                                                                                                                                                                                                                                         |
| 32.1+                                                                                                                       |   | Chief      Executive Officer’s Certificate, pursuant to 18 U.S.C. Section 1350, as      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of      2002.                                                                                                        |
|                                                                                                                        |   |                                                                                                                                                                                                                                                                         |
| 32.2+                                                                                                                       |   | Chief      Financial Officer’s Certificate, pursuant to 18 U.S.C. Section 1350, as      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of      2002.                                                                                                        |
|  +      Filed herewith* Indicates that exhibit is a      management contract or compensatory plan or      arrangement. |   |

----

|                                | REGENCY      AFFILIATES, INC. |                                       |
|-------------------------------------|-------------------------------|--------------------------------------------|
|                                |                          |                                       |   |
| Date:      September 17, 2009  | By:                           | /s/ Laurence      S. Levy             |   |
|                                |                          | Laurence      S. Levy                      |   |
|                                |                          | President      and Chief Executive Officer |   |
|                                |                          |                                       |   |

|                                     |   |                         |
|------------------------------------------|--------|------------------------------|
|                                     |   |                         |   |
| Date:      September      17, 2009  | By:    | /s/ Neil      N. Hasson |   |
|                                     |   | Neil      N. Hasson          |   |
|                                     |   | Chief      Financial Officer |   |
|                                     |   |                         |   |

----

| 3.1(i)(a) |   | Restated      Certificate of Incorporation of the Company (filed as Exhibit 3.1(i)(a) to      the Company's Quarterly Report on Form 10-Q for the period ended September      30, 2002, filed on November 19, 2002, and incorporated herein by      reference).                                                           |
|-----------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |   |                                                                                                                                                                                                                                                                                                                           |
| 3.1(i)(b) |   | Corrected      Certificate of Amendment reflecting amendment to Restated Certificate of      Incorporation of the Company (filed as Exhibit 3.1(i)(b) to the Company's      Quarterly Report      on Form 10-Q for the period ended September 30, 2002, filed on November      19, 2002, and incorporated herein byreference). |

| 3.1(i)(c)                                                                                                                   |   | Certificate      of Amendment of Restated Certificate of Incorporation of Regency      Affiliates, Inc. (filed as Exhibit A to the Company's Information      Statement on Schedule 14C filed on October 27, 2003 and incorporated      by reference herein).           |
|-----------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                        |   |                                                                                                                                                                                                                                                                         |
| 3.1(i)(d)                                                                                                                   |   | Certificate      of Designation - Series B Preferred Stock, $10 Stated Value, $.10 par      value (filed as Exhibit to Form 10-K dated June 7, 1993 and incorporated      herein by reference).                                                                              |
|                                                                                                                        |   |                                                                                                                                                                                                                                                                         |
| 3.1(i)(e)                                                                                                                   |   | Amended      and Restated Certificate of Designation, Series C Preferred Stock, $100      Stated Value, $.10 par value (filed as Exhibit 99.4 to the Company's      Current Report on      Form 8-K filed on October 18, 2002, and incorporated herein by      reference).   |
|                                                                                                                        |   |                                                                                                                                                                                                                                                                         |
| 3.1(i)(f)                                                                                                                   |   | Certificate      of Designation - Series D Junior Preferred Stock, $10 Stated Value, $.10      par value (filed as Exhibit to Form 10-K dated June 7, 1993 and      incorporated herein by reference).                                                                  |
|                                                                                                                        |   |                                                                                                                                                                                                                                                                         |
| 3.1(i)(g)                                                                                                                   |   | Certificate      of Designation - Series E Preferred Stock, $100 Stated Value, $.10 par      value (filed as Exhibit 4.1 to the Company's Annual Report on Form 10-K      for the year ended      December 31, 1995 at page E-1, and incorporated herein by      reference). |
|                                                                                                                        |   |                                                                                                                                                                                                                                                                         |
| 3.1(ii)(a)                                                                                                                  |   | By-laws      of the Company (filed as Exhibit 3.4 to the Company's Registration      Statement on Form S-1, Registration Number 2-86906, and incorporated      herein by reference).                                                                                         |
|                                                                                                                        |   |                                                                                                                                                                                                                                                                         |
| 3.1.(ii)(b)                                                                                                                 |   | Amendment      No. 1 to By-Laws of the Company (filed as Exhibit 3.1(ii)(b) to the      Company's Quarterly Report on Form 10-Q for the period ended September 30,      2002, filed on November 19, 2002, and incorporated herein      by reference).                   |
|                                                                                                                        |   |                                                                                                                                                                                                                                                                         |
| 10.1*                                                                                                                       |   | Stock      Option Agreement, dated as of April 30, 2009 between the Company and      Laurence S. Levy (incorporated by reference from the Company’s Annual      Report on Form 10-K for the year ended December 31,  2008).                                            |
|                                                                                                                        |   |                                                                                                                                                                                                                                                                         |
| 21+                                                                                                                         |   | Schedule      of Subsidiaries.                                                                                                                                                                                                                                               |
|                                                                                                                        |   |                                                                                                                                                                                                                                                                         |
| 31.1+                                                                                                                       |   | Chief      Executive Officer’s Certificate, pursuant to Section 302 of the      Sarbanes-Oxley Act of 2002.                                                                                                                                                            |
|                                                                                                                        |   |                                                                                                                                                                                                                                                                         |
| 31.2+                                                                                                                       |   | Chief      Financial Officer’s Certificate, pursuant to Section 302 of the      Sarbanes-Oxley Act of 2002.                                                                                                                                                            |
|                                                                                                                        |   |                                                                                                                                                                                                                                                                         |
| 32.1+                                                                                                                       |   | Chief      Executive Officer’s Certificate, pursuant to 18 U.S.C. Section 1350, as      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of      2002.                                                                                                        |
|                                                                                                                        |   |                                                                                                                                                                                                                                                                         |
| 32.2+                                                                                                                       |   | Chief      Financial Officer’s Certificate, pursuant to 18 U.S.C. Section 1350, as      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of      2002.                                                                                                        |
|  +      Filed herewith* Indicates that exhibit is a      management contract or compensatory plan or      arrangement. |   |

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