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

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Regency Affiliates, Inc.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

758847305
(CUSIP Number)

December 31, 2007
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
13G is filed:

[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 

CUSIP No. 758847305
--------------------------------------------------------------------------------
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
 (entities only):

 Michael J. Meagher
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) [X] (b) [ ]
--------------------------------------------------------------------------------

(3) SEC Use Only
--------------------------------------------------------------------------------

(4) Citizenship or Place of Organization: United States
--------------------------------------------------------------------------------
 Number of Shares Beneficially Owned
 by Each Reporting Person With (5) Sole Voting Power: 257,583*
 --------------------------------------
 (6) Shared Voting Power: 0
 --------------------------------------
 (7) Sole Dispositive Power: 257,583*
 --------------------------------------
 (8) Shared Dispositive Power: 0
 --------------------------------------
--------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
 257,583*
--------------------------------------------------------------------------------

(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
 (See Instructions): N/A
--------------------------------------------------------------------------------

(11) Percent of Class Represented by Amount in Row (9): 7.4%*
--------------------------------------------------------------------------------

(12) Type of Reporting Person: IN
--------------------------------------------------------------------------------
* As of December 31, 2007, Seaport V LLC, a Minnesota limited liability company
("Seaport V"), held 257,583 shares of Regency Affiliates, Inc. common stock, par
value $0.01 per share (the "Common Stock"). Seaport V is a wholly owned
subsidiary of The Seaport Group LLC, a Delaware limited liability company.
Stephen C. Smith and Michael J. Meagher possess the sole power to vote and the
sole power to direct the disposition of all shares of Common Stock held by
Seaport V. Accordingly, for the purposes of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended, Mr. Smith and Mr. Meagher, as of December 31,
2007, are deemed to beneficially own 257,583 shares of Common Stock, or 7.4% of
those shares of Common Stock deemed issued and outstanding as of that date. Mr.
Smith's and Mr. Meagher's interest in such securities is limited to the extent
of their pecuniary interest in Seaport V, if any.


CUSIP No. 758847305
--------------------------------------------------------------------------------
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
 (entities only):

 Stephen C. Smith
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) [X] (b) [ ]
--------------------------------------------------------------------------------

(3) SEC Use Only
--------------------------------------------------------------------------------

(4) Citizenship or Place of Organization: United States
--------------------------------------------------------------------------------
 Number of Shares Beneficially Owned
 by Each Reporting Person With (5) Sole Voting Power: 257,583*
 --------------------------------------
 (6) Shared Voting Power: 0
 --------------------------------------
 (7) Sole Dispositive Power: 257,583*
 --------------------------------------
 (8) Shared Dispositive Power: 0
 --------------------------------------
--------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
 257,583*
--------------------------------------------------------------------------------

(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
 (See Instructions): N/A
--------------------------------------------------------------------------------

(11) Percent of Class Represented by Amount in Row (9): 7.4%*
--------------------------------------------------------------------------------

(12) Type of Reporting Person: IN
--------------------------------------------------------------------------------
* As of December 31, 2007, Seaport V LLC, a Minnesota limited liability company
("Seaport V"), held 257,583 shares of Regency Affiliates, Inc. common stock, par
value $0.01 per share (the "Common Stock"). Seaport V is a wholly owned
subsidiary of The Seaport Group LLC, a Delaware limited liability company.
Stephen C. Smith and Michael J. Meagher possess the sole power to vote and the
sole power to direct the disposition of all shares of Common Stock held by
Seaport V. Accordingly, for the purposes of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended, Mr. Smith and Mr. Meagher, as of December 31,
2007, are deemed to beneficially own 257,583 shares of Common Stock, or 7.4% of
those shares of Common Stock deemed issued and outstanding as of that date. Mr.
Smith's and Mr. Meagher's interest in such securities is limited to the extent
of their pecuniary interest in Seaport V, if any.

Item 1(a). Name of Issuer: Regency Affiliates, Inc.

Item 1(b). Address of Issuer's Principal Executive Offices:
610 N.E. Jensen Beach Boulevard, Jensen Beach, Florida 34957

Item 2(a). Name of Person Filing:

Michael J. Meagher

Stephen C. Smith

Item 2(b). Address of Principal Business Office or, if none, Residence:

The principal business office of Michael J. Meagher and Stephen C. Smith is c/o The Seaport Group LLC, 360 Madison Avenue, 22nd Floor, New York, New York 10017

Item 2(c). Citizenship:

Mr. Meagher and Mr. Smith are citizens of the United States.

Item 2(d). Title of Class of Securities:

Common Stock, par value $0.01 per share

Item 2(e). CUSIP No.: 758847305

Item 3. If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the Person Filing is a:

Not Applicable.

Item 4. Ownership 

(a) Amount Beneficially Owned (as of December 31, 2007): 257,583*

(b) Percent of Class (as of December 31, 2007): 7.4%*

(c) Number of Shares as to which such person has:

 (i) sole power to vote or to direct the vote: 257,583*

 (ii) shared power to vote or to direct the vote: 0

 (iii) sole power to dispose or to direct the
 disposition of: 257,583*

 (iv) shared power to dispose or to direct the
 disposition of: 0

* As of December 31, 2007, Seaport V LLC, a Minnesota limited liability company ("Seaport V"), held 257,583 shares of Regency Affiliates, Inc. common stock, par value $0.01 per share (the "Common Stock"). Seaport V is a wholly owned subsidiary of The Seaport Group LLC, a Delaware limited liability company. Stephen C. Smith and Michael J. Meagher possess the sole power to vote and the sole power to direct the disposition of all shares of Common Stock held by Seaport V. Accordingly, for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Smith and Mr. Meagher, as of December 31, 2007, are deemed to beneficially own 257,583 shares of Common Stock, or 7.4% of those shares of Common Stock deemed issued and outstanding as of that date. Mr. Smith's and Mr. Meagher's interest in such securities is limited to the extent of their pecuniary interest in Seaport V, if any.

Item 5. Ownership of Five Percent or Less of a Class

Not Applicable.

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

Not Applicable.

Item 7. Identification and Classification of Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control Person

Not Applicable.

Item 8. Identification and Classification of Members of the Group

Not Applicable.

Item 9. Notice of Dissolution of Group

Not Applicable.

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 14, 2008 

By: /s/ Michael J. Meagher
 ----------------------------------------
 Michael J. Meagher, in his capacity as a
 member of The Seaport Group LLC


By:/s/ Stephen C. Smith
 ----------------------------------------
 Stephen C. Smith, in his capacity as a
 member of The Seaport Group LLC

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

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