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): April 26, 2002


                                   REFAC

             (Exact Name of Registrant as Specified in Charter)


                       Commission File Number 0-7704


        Delaware                                              13-1681234
- --------------------------------                             ------------
  (State of incorporation                                   (I.R.S. Employer
      or organization)                                      Identification No.)


          115 River Road, Edgewater, New Jersey              07020-1099
          ---------------------------------------------------------------
          (Address of principal executive offices)           (Zip Code)


      Registrant's telephone number, including area code:      (201) 943-4400
                                                               --------------




ITEM  5.  Other Events.

         On April 26, 2002, the Board of Directors of REFAC (the "Company")
declared a dividend distribution of one Right for each outstanding share of
Company Common Stock to stockholders of record at the close of business on
May 9, 2002 (the "Record Date"). Each Right entitles the registered holder
to purchase from the Company a unit consisting of one ten-thousandth of a
share (a "Unit") of Series A Preferred Stock, par value $5.00 per share
(the "Series A Preferred Stock") at a Purchase Price of $5.95 per Unit,
subject to adjustment. The description and terms of the Rights are set
forth in a Rights Agreement (the "Rights Agreement") between the Company
and American Stock Transfer & Trust Company, as Rights Agent.

         Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. Subject to certain exceptions specified
in the Rights Agreement, the Rights will separate from the Common Stock and
a Distribution Date will occur upon the earlier of (i) 10 days following a
public announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired beneficial ownership of 15% or
more of the outstanding shares of Common Stock (the "Stock Acquisition
Date"), other than as a result of repurchases of stock by the Company or
certain inadvertent actions by institutional or certain other stockholders
or the date a Person has entered into an agreement or arrangement with the
Company or any Subsidiary of the Company providing for an Acquisition
Transaction (the "Stock Acquisition Date") or (ii) 10 business days (or
such later date as the Board shall determine provided, however, that no
deferral of a Distribution Date by the Board pursuant to the terms of the
Rights Agreement described in this clause (ii) may be made at any time
during the Special Period (as defined below)) following the commencement of
a tender offer or exchange offer that would result in a person or group
becoming an Acquiring Person.

         An Acquisition Transaction is defined in the Rights Agreement as
(x) a merger, consolidation or similar transaction involving the Company or
any of its Subsidiaries as a result of which stockholders of the Company
will no longer own a majority of the outstanding shares of Common Stock of
the Company or a publicly traded entity which controls the Company or, if
appropriate, the entity into which the Company may be merged, consolidated
or otherwise combined (based solely on the shares of Common Stock received
or retained by such stockholders, in their capacity as stockholders of the
Company, pursuant to such transaction), (y) a purchase or other acquisition
of all or a substantial portion of the assets of the Company and its
Subsidiaries, or (z) a purchase or other acquisition of securities
representing 15% or more of the shares of Common Stock then outstanding.

         Until the Distribution Date, (i) the Rights will be evidenced by
the Common Stock certificates and will be transferred with and only with
such Common Stock certificates, (ii) new Common Stock certificates issued
after the Record Date will contain a notation incorporating the Rights
Agreement by reference and (iii) the surrender for transfer of any
certificates for Common Stock outstanding will also constitute the transfer
of the Rights associated with the Common Stock represented by such
certificate. Pursuant to the Rights Agreement, the Company reserves the
right to require prior to the occurrence of a Triggering Event (as defined
below) that, upon any exercise of Rights, a number of Rights be exercised
so that only whole shares of Preferred Stock will be issued.

         The Rights are not exercisable until the Distribution Date and
will expire at 5:00 P.M. (New York City time) on April 26, 2012, unless
such date is extended or the Rights are earlier redeemed or exchanged by
the Company as described below.

         As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of
the close of business on the Distribution Date and, thereafter, the
separate Rights Certificates alone will represent the Rights. Except as
otherwise determined by the Board of Directors, only shares of Common Stock
issued prior to the Distribution Date will be issued with Rights.

         In the event that a Person becomes an Acquiring Person, except
pursuant to an offer for outstanding shares of Common Stock which the
independent directors determine to be fair and not inadequate and to
otherwise be in the best interests of the Company and its stockholders,
after receiving advice from one or more investment banking firms (a
"Qualified Offer"), each holder of a Right will thereafter have the right
to receive, upon exercise, Common Stock (or, in certain circumstances,
cash, property or other securities of the Company) having a value equal to
two times the exercise price of the Right. Notwithstanding any of the
foregoing, following the occurrence of the event set forth in this
paragraph, all Rights that are, or (under certain circumstances specified
in the Rights Agreement) were, beneficially owned by any Acquiring Person
will be null and void. However, Rights are not exercisable following the
occurrence of the event set forth above until such time as the Rights are
no longer redeemable by the Company as set forth below.

         For example, at an exercise price of $5.95 per Right, each Right
not owned by an Acquiring Person (or by certain related parties) following
an event set forth in the preceding paragraph would entitle its holder to
purchase $11.90 worth of Common Stock (or other consideration, as noted
above) for $5.95. Assuming that the Common Stock had a per share value of
$2.97 at such time, the holder of each valid Right would be entitled to
purchase 4 shares of Common Stock for $5.95.

         In the event that, at any time following the Stock Acquisition
Date, (i) the Company engages in a merger or other business combination
transaction in which the Company is not the surviving corporation (other
than with an entity which acquired the shares pursuant to a Qualified
Offer), (ii) the Company engages in a merger or other business combination
transaction in which the Company is the surviving corporation and the
Common Stock of the Company is changed or exchanged, or (iii) 50% or more
of the Company's assets, cash flow or earning power is sold or transferred,
each holder of a Right (except Rights which have previously been voided as
set forth above) shall thereafter have the right to receive, upon exercise,
common stock of the acquiring company having a value equal to two times the
exercise price of the Right. The events set forth in this paragraph and in
the second preceding paragraph are referred to as the "Triggering Events."

         At any time after a person becomes an Acquiring Person and prior
to the acquisition by such person or group of fifty percent (50%) or more
of the outstanding Common Stock, the Board may exchange the Rights (other
than Rights owned by such person or group which have become void), in whole
or in part, at an exchange ratio of one share of Common Stock, or one
ten-thousandth of a share of Preferred Stock (or of a share of a class or
series of the Company's preferred stock having equivalent rights,
preferences and privileges), per Right (subject to adjustment).

         The Purchase Price payable, and the number of Units of Preferred
Stock or other securities or property issuable, upon exercise of the Rights
are subject to adjustment from time to time to prevent dilution (i) in the
event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Stock, (ii) if holders of the Preferred
Stock are granted certain rights or warrants to subscribe for Preferred
Stock or convertible securities at less than the current market price of
the Preferred Stock, or (iii) upon the distribution to holders of the
Preferred Stock of evidences of indebtedness or assets (excluding regular
quarterly cash dividends) or of subscription rights or warrants (other than
those referred to above).

         With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments amount to at least 1% of the
Purchase Price. No fractional Units will be issued and, in lieu thereof, an
adjustment in cash will be made based on the market price of the Preferred
Stock on the last trading date prior to the date of exercise.

         At any time until ten days following the Stock Acquisition Date,
the Company may redeem the Rights in whole, but not in part, at a price of
$.01 per Right (payable in cash, Common Stock or other consideration deemed
appropriate by the Board of Directors). Immediately upon the action of the
Board of Directors ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive
the $.01 redemption price.

         For 180 days (the "Special Period") following a change in control
of the Board of Directors of the Company, that has not been approved by the
Board of Directors, occurring within six months of announcement of an
unsolicited third party acquisition or business combination proposal or of
a third party's intent or proposal otherwise to become an Acquiring Person,
the new directors are entitled to redeem the rights (assuming the rights
would have otherwise been redeemable), including to facilitate an
acquisition or business combination transaction involving the Company, but
only (1) if they have followed certain prescribed procedures or (2) if such
procedures are not followed, and if their decision regarding redemption and
any acquisition or business combination is challenged as a breach of
fiduciary duty of care or loyalty, the directors (solely for purposes of
the effectiveness of the redemption decision) are able to establish the
entire fairness of the redemption or transaction.

         Until a Right is exercised, the holder thereof, as such, will have
no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends. While the distribution of the
Rights will not be taxable to stockholders or to the Company, stockholders
may, depending upon the circumstances, recognize taxable income in the
event that the Rights become exercisable for Common Stock (or other
consideration) of the Company or for common stock of the acquiring company
or in the event of the redemption of the Rights as set forth above.

         Any of the provisions of the Rights Agreement may be amended by
the Board of Directors of the Company prior to the Distribution Date. After
the Distribution Date, the provisions of the Rights Agreement may be
amended by the Board in order to cure any ambiguity, to make changes which
do not adversely affect the interests of holders of Rights, or to shorten
or lengthen any time period under the Rights Agreement.

         The foregoing notwithstanding, no amendment may be made to the
Rights Agreement during the Special Period or at a time when the Rights are
not redeemable, except to cure any ambiguity or correct or supplement any
provision contained in the Rights Agreement which may be defective or
inconsistent with any other provision therein.

         The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights
Agreement, the Form of Certificate of Designation, Preferences and Rights
and the Form of Rights certificate attached as Exhibits 4.1-4.3 hereto,
which exhibits are incorporated herein by reference.

         The adoption of the Rights Agreement was announced by press
release issued April 29, 2002. A copy of the press release is filed as
Exhibit 99 hereto and is incorporated herein by reference.


Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

         4.1      Rights Agreement, dated as of April 30, 2002, between
                  REFAC and American Stock Transfer & Trust Company.
                  (incorporated by reference to Exhibit 1 to the Company's
                  Registration Statement on Form 8-A dated May 3, 2002.)

         4.2      Form of Certificate of Designation, Preferences and
                  Rights (incorporated by reference to Exhibit 2 to the
                  Company's Registration Statement on Form 8-A dated May 3,
                  2002.)

         4.3      Form of Rights Certificate (incorporated by reference to
                  Exhibit 3 to the Company's Registration Statement on Form
                  8-A dated May 3, 2002.)

         99       Press release dated April 29, 2002.


                                 SIGNATURE

         Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.


                                             REFAC


                                             By: /s/ Robert L. Tuchman
                                                 ------------------------
                                             Robert L. Tuchman,
                                             President, Chief Executive
                                             Officer and General Counsel

Dated as of: May 3, 2002


Exhibit 99


                    Refac Adopts Stockholder Rights Plan

EDGEWATER, N.J.--(BUSINESS WIRE)--April 29, 2002--Refac (AMEX:REF - news)
announced today that on April 26, 2002 its Board of Directors adopted a
Stockholder Rights Plan in which rights will be distributed as a dividend
at the rate of one Right for each share of common stock, par value $0.10
per share, of the Company held by stockholders of record as of the close of
business on May 9, 2002.

         The Company previously announced that it will reposition itself
for sale or liquidation. The adoption of the Rights Plan should enhance the
ability of the Company to carry out its plan in a manner which will be fair
to all stockholders.

         Each Right initially will entitle stockholders to buy one
ten-thousandth of a share of preferred stock for $5.95. The Rights
generally will be exercisable only if a person or group acquires beneficial
ownership of 15% or more of the Company's common stock or commences a
tender or exchange offer upon consummation of which such person or group
would beneficially own 15% or more of the Company's common stock. The
Rights will expire on April 26, 2012.

         A copy of the Stockholder Rights Plan will be filed with the
Securities and Exchange Commission shortly.

About Refac

         For 50 years, Refac has been a recognized international leader in
intellectual property management. Today, we are a leading consulting firm
with expertise in licensing, product development, and graphic design and
communications.

Statements about the Company's future expectations and all other statements
in this document other than historical facts are "forward-looking
statements" within the meaning of Section 27A of the Securities Act of
1933, Section 21E of the Securities Exchange Act of 1934, and as that term
is defined in the Private Securities Litigation Reform Act of 1995. The
Company intends that the "forward-looking statements" contained herein be
subject to the above-mentioned statutory safe harbors. Since these
statements involve risks and uncertainties and are subject to change at any
time, the Company's actual results could differ materially from expected or
inferred results.


Contact:

     Refac
     Raymond A. Cardonne, 201/943-4400
     cardonne@refac.com
     www.refac.com