8-K

                                  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 22, 2006 (June 20, 2006)
                          Commission File No. 000-22390


                             SHARPS COMPLIANCE CORP.
             (Exact Name Of Registrant As Specified In Its Charter)

                Delaware                                    74-2657168
    (State Or Other Jurisdiction Of                       (IRS Employer
     Incorporation Or Organization)                    Identification No.)


                           9350 Kirby Drive, Suite 300
                              Houston, Texas 77054
                    (Address Of Principal Executive Offices)

               Registrant's Telephone Number, Including Area Code)
                                  713-432-0300

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:


|_|  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 CFR240.14d-2(b))

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



[GRAPHIC OMITTED]





Item 1.01. Entry into a Material Definitive Agreement.


On June 20, 2006, the Company's Board of Directors approved the accelerated
vesting of unvested stock options previously awarded to employees, officers, and
directors, as of June 30, 2006, in light of new accounting regulations that will
take effect on July 1, 2006. The Board took the action with the belief that it
is in the best interest of stockholders, as it will reduce the Company's
reported compensation expense in future periods.

As a result of the vesting acceleration, options to purchase 757,696 shares of
Sharps Compliance Corp. common stock, which would otherwise have vested
primarily over the next one to two years, will become exercisable immediately.
Based upon the closing stock price for the Company's common stock of $0.91 per
share on June 20, 2006, eighty-four percent (84%), or 637,696, of the total
accelerated common stock options are "in-the-money" and have exercise prices
ranging from $0.52 to $0.86 per share. Sixteen percent (16%), or 120,000, of the
total accelerated stock options are "under water" or "out-of-the-money" and have
exercise prices ranging from $0.95 to $1.15 per share. Of the accelerated
options, 328,408 options are held by executive officers (of which 228,408 are
"in-the-money"), 246,774 options are held by non-employee directors (all of
which are "in-the-money"), and 182,514 options are held by other employees (of
which 162,514 are "in-the-money"). In addition to the above, the vesting of
annual grants to non-employee directors totaling 260,000 stock options
(scheduled to be granted on June 28, 2006) will also be accelerated.

Under the recently issued Statement of Financial Accounting Standards No. 123R,
"Share-Based Payment" (SFAS 123R), the Company would be required to apply the
expense recognition provisions beginning July 1, 2006. As a result of the
acceleration, the Company expects to eliminate anticipated stock option expense
of approximately $230,000 in fiscal year 2007, $130,000 in fiscal year 2008, and
$55,000 in fiscal year 2009 on a pre-tax basis, based upon the Company's value
calculations using the Black-Scholes methodology. The acceleration is expected
to generate non-cash compensation expense of approximately $18,000 in the
current quarter ending June 30, 2006.


Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

99.1   Press Release dated June  22 , 2006




                                   SIGNATURES

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


                                    SHARPS COMPLIANCE CORP.

                                    By: /s/ David P. Tusa
                                    ---------------------------------------
                                    Executive Vice President , Chief
                                    inancial Officer and Business
                                    Development


Dated: June 22, 2006

EX-99.1

                                                                    Exhibit 99.1

     Sharps Compliance Corp. Announces Acceleration of Stock Option Vesting


    HOUSTON--(BUSINESS WIRE)--June 22, 2006--Sharps Compliance Corp.
and subsidiaries (OTCBB:SCOM) ("Sharps" or the "Company"), leading
providers of cost-effective medical waste disposal solutions for
industry and consumers, today announced that its Board of Directors
has approved the accelerated vesting of unvested stock options
previously awarded to employees, officers, and directors, as of June
30, 2006, in light of new accounting regulations that will take effect
on July 1, 2006. The Board took the action with the belief that it is
in the best interest of stockholders, as it will reduce the Company's
reported compensation expense in future periods.
    As a result of the vesting acceleration, options to purchase
757,696 shares of Sharps Compliance Corp. common stock, which would
otherwise have vested primarily over the next one to two years, will
become exercisable immediately. Based upon the closing stock price for
the Company's common stock of $0.91 per share on June 20, 2006,
eighty-four percent (84%), or 637,696, of the total accelerated common
stock options are "in-the-money" and have exercise prices ranging from
$0.52 to $0.86 per share. Sixteen percent (16%), or 120,000, of the
total accelerated stock options are "under water" or
"out-of-the-money" and have exercise prices ranging from $0.95 to
$1.15 per share. Of the accelerated options, 328,408 options are held
by executive officers (of which 228,408 are "in-the-money"), 246,774
options are held by non-employee directors (all of which are
"in-the-money"), and 182,514 options are held by other employees (of
which 162,514 are "in-the-money"). In addition to the above, the
vesting of annual grants to non-employee directors totaling 260,000
stock options (scheduled to be granted on June 28, 2006) will also be
accelerated.
    Under the recently issued Statement of Financial Accounting
Standards No. 123R, "Share-Based Payment" (SFAS 123R), the Company
would be required to apply the expense recognition provisions
beginning July 1, 2006. As a result of the acceleration, the Company
expects to eliminate anticipated stock option expense of approximately
$230,000 in fiscal year 2007, $130,000 in fiscal year 2008, and
$55,000 in fiscal year 2009 on a pre-tax basis, based upon the
Company's value calculations using the Black-Scholes methodology. The
acceleration is expected to generate non-cash compensation expense of
approximately $18,000 in the current quarter ending June 30, 2006.
    Headquartered in Houston, Texas, Sharps is a leading developer of
superior solutions for improving safety, efficiency and cost related
to the proper disposal of medical waste by industry and consumers.
Sharps primary markets include healthcare, agriculture, hospitality,
professional, industrial, commercial and retail. The Company's
products and services represent cutting edge solutions for a variety
of industries dealing with the complexity of managing regulatory
compliance, environmental sensitivity, employee and customer safety,
corporate risk and operating costs related to medical waste disposal.
Sharps is a leading proponent and participant in the development of
public awareness and solutions for the safe disposal of needles,
syringes and other sharps in the community setting.
    Sharps Compliance Corp. is the exclusive supplier of Sharps
Disposal by Mail systems to the Consumer Health Care division of
Becton, Dickinson and Company. The Company also maintains an exclusive
sales and marketing arrangement with Waste Management, Inc. whereby
Sharps provides safe disposal systems and related services for Waste
Management's residential and commercial customers.
    Sharps Compliance Corp.'s common stock trades on the OTC Bulletin
Board under the symbol SCOM.
    The information made available in this press release contains
certain forward-looking statements which reflect Sharps Compliance
Corp.'s current view of future events and financial performance.
Wherever used, the words "estimate", "expect", "plan", "anticipate",
"believe", "may" and similar expressions identify forward-looking
statements. Any such forward-looking statements are subject to risks
and uncertainties and the company's future results of operations could
differ materially from historical results or current expectations.
Some of these risks include, without limitation, the company's ability
to educate its customers, development of public awareness programs to
educate the identified consumer, managing regulatory compliance and/or
other factors that may be described in the company's annual report on
Form 10-KSB, quarterly reports on Form 10-QSB and/or other filings
with the Securities and Exchange Commission. Future economic and
industry trends that could potentially impact revenues and
profitability are difficult to predict. The company assumes no
obligation to publicly update or revise its forward-looking statements
even if experience or future changes make it clear that any projected
results express or implied therein will not be realized.


    CONTACT: Sharps Compliance Corp., Houston
             David P. Tusa, 713-660-3514
             dtusa@sharpsinc.com
             www.sharpsinc.com