UNITED STATESSECURITIES AND ~~STATES~~EXCHANGE COMMISSIONWashington, D.C. 20549______________FORM 8-KCURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934Date of Report (Date of earliest event reported): December 28, 2011DRI Corporation(Exact Name of Registrant as Specified in Charter)

SECURITIES AND EXCHANGE COMMISSION

North Carolina

000-28539

56-1362926

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

~~Washington~~13760 Noel Road, ~~D.C.~~Suite ~~20549~~830Dallas, Texas(Address of Principal Executive Offices) 75240(Zip Code)

~~FORM~~ Registrant’s 8telephone number, including area code: (214) 378-K8992Not Applicable.(Former Name or Former Address, if Changed Since Last Report)

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 21, 2011

DRI Corporation

(Exact Name of Registrant as Specified in Charter)

North Carolina	000-28539	56-1362926
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
13760 Noel Road, Suite 830Dallas, Texas		75240
(Address of Principal Executive Offices)		(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 ~~C.F.R.~~ CFR 230.425)

¨ ⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 ~~C.F.R.~~ CFR 240.14a-12)

¨ ⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 ~~C.F.R.~~ CFR 240.14d-2(b))

¨ ⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 ~~C.F.R.~~ CFR 240.13e-4(c))

ITEM 37.01 ~~Notice~~Regulation ofFD ~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Disclosure.

~~Today,~~ On December 21 28, 2011, DRI Corporation ~~(the~~announced ~~“Company”)~~in ~~filed~~ a ~~Form 25 with the U.S. Securities and~~press ~~Exchange~~ release ~~Commission (“SEC”). Management now anticipates~~ that the Company’s ~~voluntary~~transition ~~delisting~~ from the NASDAQ Capital Market® ~~will~~to the ~~become~~OTCQB™ Marketplace became effective on ~~December 28,~~that ~~2011~~date.

As The ~~previously~~Company ~~reported,~~incorporates ~~the~~by ~~Company~~reference ~~notified~~the ~~The~~information ~~NASDAQ~~included in ~~Stock~~Item ~~Market, Inc~~7.01 onand ~~December 16,~~Item ~~2011~~9.01 of ~~its~~this ~~determination~~Form to8-K. ~~file~~This a Form 258-K ~~with~~and the ~~SEC to effect the voluntary delisting of its common~~ ~~stock~~ attached ~~from~~exhibit ~~the~~are ~~NASDAQ~~furnished ~~Capital~~to, ~~Market®.~~but ~~The~~not ~~Company~~filed ~~has~~with, ~~completed arrangements for~~ the ~~Company’s common~~Securities ~~stock to begin quotation on the OTCQB™ Marketplace,~~ and ~~management~~Exchange ~~now anticipates a transition effectiveness date of December 28, 2011~~Commission.

~~The~~ITEM ~~OTCQB™ Marketplace is a market tier for over-the-counter-traded companies that are registered and reporting with the SEC~~9.01 ~~The~~Financial ~~Company~~Statements ~~believes the transition to the OTCQB™ Marketplace will save expenses~~ and ~~should allow for a continued orderly trading market for the common stock as the Company continues to pursue strategic alternatives~~Exhibits.

~~The~~(a) ~~Company~~Exhibits. ~~intends~~99.1 toPress ~~continue~~release ~~filing~~dated ~~reports~~December ~~pursuant to the requirements of the Securities Exchange Act of 1934~~28, ~~as amended~~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 21, 2011

Date:	December 28, 2011
		DRI CORPORATION

		By:	/s/ KATHLEEN B. OHER
			KATHLEEN B. OHER
			Vice President, Chief Financial Officer, Treasurer, and Secretary

DRI CORPORATION By: /S/ KATHLEEN B. OHER KATHLEEN B. OHER Vice President, Chief Financial Officer, Treasurer, and Secretary

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