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): June 26, 2006

ABRAMS INDUSTRIES, INC.

 

(Exact name of Registrant as Specified in its Charter)

Georgia		0-10146		58-0522129
(State or other Jurisdiction of		(Commission File		(IRS Employer
Incorporation or Organization)		Number)		Identification No.)

1945 The Exchange
Suite 300
Atlanta, Georgia		30339-2029
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (770) 953-0304

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.):

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

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

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

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

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

     On June 26, 2006, the Compensation Committee of the Board of Directors granted stock appreciation rights (“SARs”) to the following Executive Officers and Directors under the 2000 Stock Award Plan:

Name		Title		Number of Shares
Alan R. Abrams		Chairman, President & CEO			48,000
J. Andrew Abrams		Executive Vice President			24,000
Mark J. Thomas		Chief Financial Officer			24,000
Melinda S. Garrett		President & CEO, Abrams Properties, Inc.; Director			24,000
M. Todd Jarvis		President & COO, Servidyne Systems, LLC; President & CEO, The Wheatstone Energy Group, LLC			24,000
David L. Abrams		Director			12,000
Samuel E. Allen		Director			12,000
Gilbert L. Danielson		Director			12,000
Robert T. McWhinney, Jr.		Director			12,000

All SARs vest 30% on the third anniversary of the grant date, 30% on the fourth anniversary of the grant date, and 40% on the fifth anniversary of the grant date, provided that all SARs shall vest and be exercisable on the tenth consecutive business day that a share of the Company’s common stock has a closing sales price on NASDAQ at or above $20.00 per share.

Each stock appreciation right expires on the tenth anniversary of the grant date.

SIGNATURES

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