8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report: March 30, 2004

(Date of earliest event reported)

REFAC

(Exact Name of Registrant as Specified in Charter)

Delaware	0-7704	13-1681234
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Bridge Plaza, Suite 605, Fort Lee, New Jersey 07024-7201

(Address of Principal Executive Offices)

(201) 585-0600

(Registrant’s telephone number, including area code)

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

(c) Exhibits.

99.1 Press release issued on March 30, 2004 by Refac.

Item 12. Results of Operations and Financial Condition.

On March 30, 2004, Refac publicly announced its results of operations for its fiscal year and fourth quarter ended December 31, 2003. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

This press release is being furnished pursuant to Item 12 of this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

SIGNATURE

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

	REFAC
Dated as of: March 31, 2004	By:	/s/ Raymond A. Cardonne, Jr.
	Name:	Raymond A. Cardonne, Jr.
	Title:	Vice President and Chief Financial Officer

EXHIBITS

99.1 Press release issued on March 30, 2004 by Refac.

EX-99.1

EXHIBIT 99.1

News about Refac
Contact:	Raymond A. Cardonne
	201-585-0600
Fax:	201-585-2020
E-mail:	cardonne@refac.com
Web site:	www.refac.com

REFAC REPORTS FOURTH QUARTER AND YEAR END RESULTS

Edgewater, New Jersey, March 30, 2004 – Refac (AMEX: REF) today announced results for the fourth quarter and the year ended December 31, 2003.

For the fourth quarter, the Company had a net loss of $74,000, or ($0.01) per share, on a diluted basis, consisting of a net loss from continuing operations of $80,000, or ($0.01) per share, on revenues of $566,000 and income, net of tax, from discontinued operations of $6,000 or less than $0.01 per share. During the comparable period in 2002, the Company had consolidated net income of $1,897,000 or $0.50 per share, on a diluted basis, consisting of a net loss from continuing operations of $391,000, or ($0.10) per share, on revenues of $380,000 and income, net of tax, from discontinued operations of $2,288,000 or $0.60 per share.

For the year ended December 31, 2003, the Company had a net loss of $1,496,000 or ($0.26) per share, on a diluted basis, which consists of a net loss from continuing operations of $1,534,000, or ($0.27) per share, on revenues of $2,127,000, and income, net of tax, from discontinued operations of $38,000, or $0.01 per share. During the same period in 2002, the Company had a consolidated net loss of $1,269,000 or ($0.33) per share, on a diluted basis, which consists of net income from continuing operations of $2,511,000, or $0.66 per share, on revenues of $6,562,000, a loss, net of tax, from discontinued operations of $1,697,000, or ($0.44) per share, and a loss, net of tax, from a cumulative effect of change in accounting principle of $2,083,000 or ($0.55) per share.

Discontinued Operations - Discontinued operations include the Company’s product development and graphic design consulting businesses and its consumer electronics business, each of which was sold during the third quarter of 2002.

* * * * *

Refac

Consolidated Operating Results*

	Three Months Ended December 31, (Unaudited)
	2003			2002
Total revenues	$	566,000		$	380,000
Net loss from continuing operations		(80,000	)		(391,000	)
Income from discontinued operations, net of taxes		6,000			2,288,000
Net income (loss)	$	(74,000	)	$	1,897,000
Income (loss) per diluted share from continuing operations	$	(0.01	)	$	(0.10	)
Income per diluted share from discontinued operations		—			0.60
Net income (loss) per diluted share	$	(0.01	)	$	0.50
Number of diluted weighted average shares outstanding		6,983,393			3,825,688

* The Company did not have any subsidiaries during 2003.

	Year Ended December 31,
	2003			2002
Total revenues	$	2,127,000		$	6,562,000
Net income (loss) from continuing operations		(1,534,000	)		2,511,000
Income (loss) from discontinued operations, net of taxes		38,000			(1,697,000	)
Loss from cumulative effect of change in accounting principle, net of taxes		—			(2,083,000	)
Net loss	$	(1,496,000	)	$	(1,269,000	)
Income (loss) per diluted share from continuing operations	$	(0.27	)	$	0.66
Income (loss) per diluted share from discontinued operations		0.01			(0.44	)
Loss per diluted share from cumulative effect of change in accounting principle		—			(0.55	)
Net loss per diluted share	$	(0.26	)	$	(0.33	)
Number of diluted weighted average shares outstanding		5,717,128			3,812,302

* The Company did not have any subsidiaries during 2003.