UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 28, 2011

DRI Corporation
(Exact Name of Registrant as Specified in Charter)

North Carolina

000-28539

56-1362926

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

 

(IRS Employer Identification No.)

 

13760 Noel Road, Suite 830
Dallas, Texas
(Address of Principal Executive Offices) 		  75240
(Zip Code)

Registrant’s telephone number, including area code: (214) 378-8992

Not Applicable.
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below) :

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


ITEM 7.01 Regulation FD Disclosure.

          On December 28, 2011, DRI Corporation announced in a press release that the Company’s transition from the NASDAQ Capital Market® to the OTCQB™ Marketplace became effective on that date.

          The Company incorporates by reference the information included in Item 7.01 and Item 9.01 of this Form 8-K. This Form 8-K and the attached exhibit are furnished to, but not filed with, the Securities and Exchange Commission.

ITEM 9.01 Financial Statements and Exhibits.

(a)

Exhibits.

99.1        Press release dated December 28, 2011.



SIGNATURE

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:

December 28, 2011

DRI CORPORATION

 

 

 

By:

/s/ KATHLEEN B. OHER

KATHLEEN B. OHER

Vice President, Chief Financial Officer,
Treasurer, and Secretary

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