8-K

                       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): July 13, 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
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             (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 2.01         Completion of Acquisition or Disposition of Assets.

         On July 13, 2006, OptiCare Health Systems, Inc. ("OptiCare"), a
Delaware corporation and wholly-owned subsidiary of Refac Optical Group, a
Delaware corporation ("Refac"), sold its managed vision business (the
"Business") to a wholly-owned subsidiary of Centene Corporation, pursuant to the
Stock Purchase Agreement (the "Agreement"), among the parties, dated as of April
24, 2006. In connection with the transaction, OptiCare received a cash purchase
price of $8.8 million, subject to certain post-closing adjustments. Of such
amount, $1 million will be held in escrow until the first anniversary of the
closing to satisfy OptiCare's indemnification obligations under the Agreement.
Such obligations are generally subject to a cap on liability of $1,000,000,
subject to certain exceptions. Refac has guaranteed the payment and performance
of OptiCare's obligations under the Agreement.

         The Business, based in Rocky Mount, North Carolina, contracts with
insurers, employer groups, managed care plans, HMOs and other third-party payors
to manage claims payment and other administrative services of eye health
benefits in 15 states. Further information regarding the transaction is included
in the Agreement, which was included as Exhibit 2.1 to the Current Report on
Form 8-K filed by Refac on April 28, 2006.

         On July 13, 2006, Refac issued a press release announcing the closing
of the transaction. The press release is furnished herewith as Exhibit 99.1.


Item 9.01         Financial Statements and Exhibits.

(d) Exhibits:

         See attached exhibit index.




                                   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 OPTICAL GROUP

Dated: July 13, 2006                        By: /s/ Robert L. Tuchman
                                                --------------------------------
                                            Name:  Robert L. Tuchman
                                            Title: Senior Vice President



EXHIBIT INDEX


Exhibit No.       Description
- -----------       -----------
99.1              Press Release, dated July 13, 2006

EX-99

                                                                    Exhibit 99.1



N E W S                                    CONTACT:  Raymond A. Cardonne
                                                     Chief Financial Officer
about                                      Tel:      201-585-0600
                                           Fax:      201-585-2020
Refac Optical Group                        Web site: www.refac.com

================================================================================

                       REFAC OPTICAL GROUP COMPLETES SALE
                           OF MANAGED VISION BUSINESS

Fort Lee, New Jersey (July 13, 2006) - Refac Optical Group (AMEX: REF) today
announced that it has completed its previously announced sale of the managed
vision business of OptiCare Health Systems, Inc., a wholly owned subsidiary of
Refac Optical Group, to a wholly owned subsidiary of Centene Corporation (NYSE:
CNC). The managed vision division, based in Rocky Mount, North Carolina,
contracts with insurers, employer groups, managed care plans, HMOs and other
third-party payors to manage claims payment and other administrative services of
eye health benefits in 15 states.

In commenting on the transaction, J. David Pierson, president and chief
executive officer of Refac Optical Group, said, "With the sale of our managed
vision business, we will now be able to focus our entire attention and resources
on growing our core retail optical business. It is also gratifying that our
managed care customers and employees will be associated with one of the
industry's premier managed care providers."

Further details regarding the closing of this transaction are included in the
Company's Current Report on Form 8-K filed with the SEC today.

About Refac Optical Group
- -------------------------
Refac Optical Group, a leader in the retail optical industry and the sixth
largest retail optical chain in the United States, operates 532 retail locations
in 47 states and Canada, consisting of 509 licensed departments, five
freestanding stores, 18 eye health centers and professional optometric
practices, two surgery centers, one of which is a laser correction center, and
two manufacturing laboratories. Of the 509 licensed departments, 352 are located
at J.C. Penney stores, 63 at Sears, 29 at Macy's and Marshall Field's department
stores, 23 in regional department stores, 29 at The Bay, a division of Hudson's
Bay Company, Canada's oldest and largest traditional department store retailer
and 13 departments at Meijer. These licensed departments are full-service retail
vision care stores that offer an extensive selection of designer brands and
private label prescription eyewear, contact lenses, sunglasses, ready-made
readers and accessories.

Cautionary Statement Regarding Forward-Looking Statements
- ---------------------------------------------------------
This news release includes certain statements of the Company that may constitute
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, and which are made pursuant to the Private Securities Litigation
Reform Act of 1995. These forward-looking statements and other information
relating to the Company are based upon the beliefs of management and assumptions
made by and information currently available to the Company. Forward-looking
statements include statements concerning plans, objectives, goals, strategies,
future events, or performance, as well as underlying assumptions and statements
that are other than statements of historical fact. When used in this document,
the words "expects," "anticipates," "estimates," "plans," "intends," "projects,"
"predicts," "believes," "may" or "should," and similar expressions, are intended
to identify forward-looking statements. These statements reflect the current
view of the Company's management with respect to future events. Many factors
could cause the actual results, performance or achievements of the Company to be
materially different from any future results, performance, or achievements that
may be expressed or implied by such forward-looking statements. Investors are
cautioned that all forward-looking statements involve those risks and
uncertainties detailed in the Company's filings with the Securities and Exchange
Commission, including its Annual Report on Form 10-K for the fiscal year ended
December 31, 2005. Forward-looking statements speak only as of the date they are
made and the Company undertakes no duty or obligation to update any
forward-looking statements in light of new information or future events.