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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* David Stone (Last) (First) (Middle) REFAC OPTICAL GROUP ONE BRIDGE PLAZA, SUITE 550 (Street) FORT LEE NJ 07024 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/06/2006	3. Issuer Name and Ticker or Trading Symbol REFAC OPTICAL GROUP [ 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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options to acquire common stock(1)	03/06/2006	04/27/2010	Common Stock, $0.001 par value per share	8,282	$4.95	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated August 22, 2005, as amended, by and among Refac Optical Group (formerly Refac) (the "Company"), USV Merger Sub, Inc. and U.S. Vision, Inc. ("U.S. Vision"), on March 6, 2006, options to acquire 20,000 shares of U.S. Vision common stock held by Mr. Stone were converted into options to acquire 8,282 shares of the Company's common stock. Options to acquire U.S. Vision common stock were received by Mr. Stone as a director of U.S. Vision.

	Robert L. Tuchman, Attorney-in-Fact	03/15/2006
	** 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.