SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

COLE JEFFREY A

(Last)

(First)

(Middle)

5055 BRISTOL COURT

(Street)

LYNDHURST

44124

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/19/2006

3. Issuer Name and Ticker or Trading Symbol
REFAC [ REF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.01 par value per share	50,000	I	Shares held by Cole Limited, Inc. ("Cole Limited"), a consulting firm headed by Mr. Cole.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options to purchase shares of Common Stock	06/20/2005	06/30/2010	Common Stock, $0.01 par value per share	16,667	$4.92	I	Options held by Cole Limited.⁽¹⁾
Options to purchase shares of Common Stock	10/01/2005	06/30/2010	Common Stock, $0.01 par value per share	16,666	$4.92	I	Options held by Cole Limited.⁽¹⁾
Options to purchase shares of Common Stock	02/01/2006	06/30/2010	Common Stock, $0.01 par value per share	16,666	$4.92	I	Options held by Cole Limited.⁽¹⁾

Explanation of Responses:

1. Options were granted by Refac to Cole Limited in connection with the Consulting Agreement entered into between the parties on June 20, 2005.

	Jeffrey A. Cole	01/23/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.