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): ~~August~~June 2619, ~~2005~~2006

Refac Optical Group

(Exact name of registrant as specified in its charter)

DELAWARE	001-12776	13-1681234
(State or other jurisdiction of	(Commission	I.R.S. Employer
incorporation or organization)	File Number)	Identification No.)

ONE BRIDGE PLAZA, SUITE 550, FORT LEE, NEW JERSEY	07024
ONE BRIDGE PLAZA, FORT LEE, NEW JERSEY	07024
(Address of principal executive offices)	(Zip Code)

(201) 585-0600

(Registrant’s telephone number,

including area code)

None

(Former name, former address and former fiscal year,

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 82.0102 ~~Other~~Results ~~Events~~of Operations and Financial Condition.

On ~~August~~June 2619, ~~2005~~2006, the ~~Registrant~~Company announced ~~that~~its itresults ~~has~~of ~~mailed~~operations ~~instructions~~ for ~~the exercise of the non-transferable payment right granted to qualifying stockholders in connection with~~ its ~~February~~first ~~28, 2003 merger~~quarter ~~with~~ended aApril ~~wholly-owned subsidiary of Palisade Concentrated Equity Partnership~~30, ~~L.P. pursuant~~ ~~to an Agreement and Plan of Merger, dated as of August 19, 2002, as amended~~2006. A copy of the press release of the ~~Registrant~~Company is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information, including the exhibit attached hereto, in this ~~Current~~Item ~~Report~~ 2.02 is being ~~being~~ furnished and shall not be deemed "“filed"” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. ~~The~~Such information ~~in this Current Report~~ shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.

See Exhibit Index below.

SIGNATURES

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.

	REFAC
	REFAC OPTICAL GROUP
Dated: August 29, 2005	By:/s/Raymond A. Cardonne, Jr.
Dated: June 22, 2006	By:/s/ Robert L. Tuchman
	Name: Raymond A. Cardonne, Jr.
	Name: Robert L. Tuchman
	Title: Senior Vice President and Chief Financial Officer
	Title: Senior Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated August 26, 2005 (furnished herewith)

Exhibit No. Description

99.1 Press Release, dated June 19, 2006 (furnished herewith)

Filing Compare · REFAC OPTICAL GROUP