Item 1. Business
Licensing Operations
	REFAC Technology Development Corporation (the "Company"), a Delaware corporation organized in 1952, is engaged directly and through certain of its subsidiaries in the business of establishing, acquiring and administering international manufacturing licenses and joint ventures. These licenses involve the products and related technologies, often patented or trademarked, of manufacturers, laboratories and individuals ("Clients") from whom the Company acquires the exclusive rights to license others.
	From its Clients, the Company acquires the exclusive right to license others ("Licensees") to manufacture, use and/or sell, throughout the world or in specific markets, specific Client products and processes under their respective patents and/or in accordance with related technical know-how. In association with these licenses, the Company usually has the added right to provide for the use of Client trademarks. A typical Client is an individual or a small manufacturer for whom licensing offers important opportunities for accelerated product development, broadened commercialization in foreign markets and income In addition, the Company can provide large corporations with a facility for exploiting idle patents, unused or abandoned products and technological developments.
	The Company endeavors to be selective in the products for which it undertakes licensing responsibilities. In the United States and abroad, it attempts to locate industrial technologies having distinctively advantageous features that are protected by patents and confidential know-how. However, most of the Company's licensing opportunities are prompted by references and by the Company's professional reputation. All such opportunities are evaluated on the basis of their proprietary features, innovative merit, technological significance, competitive conditions and earning potential. Licensing and technology transfer strategies are studied with due consideration of Client objectives. The actual licensing process usually starts with the identification and qualification of suitable license prospects. Information packages and license proposals are prepared subject to Client approval. When suitable prospective licensees are identified, negotiations proceed with a view to creating income-producing agreements. Agreements may provide for single lump sum payments or, as is generally preferred, ongoing royalty payments based on sales of licensed products over an extended period of years.
	There is usually a substantial interval between the time license rights are acquired and the actual realization of license revenue. The interval is seldom less than two years, often longer. Not infrequently, licensing efforts prove unsuccessful. A licensing program may result in a succession of many non- exclusive agreements or a limited number of exclusive agreements covering defined areas of technology, fields of product application and marketing territories. After agreements are made, the Company, in its role as licensor, continuously administers and services them, often with the Client's cooperation. The terms and conditions of these license and related agreements may vary depending upon whether they principally cover patent rights, trademarks, developments and improvements, exclusivity, trade secrets and/or copyrights. They occasionally involve sales and marketing relationships of importance to the Client. From time to time, licenses may be granted to parties or results in the creation of new companies in which the Company and Client may acquire or have the option to acquire equity or joint venture interests.
	In determining its interest in the products or patents of a prospective Client, the Company may find indications of infringements by one or more third parties. Indeed, a prospective Client may alert the Company that its patents are probably being infringed by various manufacturers or users. In such event, before accepting a licensing responsibility, the Company intensively investigates relevant issues of patent validity and indicated infringement details. If the Company concludes that there is substantial merit in the Client's patent position, that there is strong basis for concluding that infringement exists, and that there is substantial economic value involved, serious efforts are then made to license the patents to the putatively infringing parties. Often these efforts are successful. If not, the Company may consider it appropriate, with the Client as co-plantiff, to initiate infringement litigation. Such litigation can be costly and lengthy with an uncertain outcome.
	As a policy, the Company shares equally with Clients the gross amount of revenues received from its licenses. However, occasionally, in addition to or in lieu of money payments, the Company may receive equity considerations. Clients furnish the Company with engineering data - - - relating to product design, manufacture, testing and application - - - and normally supply ongoing information with respect to improvements and developments related to their products and processes. The Company in turn uses such information to develop licenses and joint ventures and to encourage the productivity and scope of licensed activities.
	Except for its contract with Patlex Corporation ("Patlex") which accounted for 55% of 1996 service revenues, the Company does not believe that the loss or termination of any individual contract would have a materially adverse effect on its business. The Company has had a running dispute with Patlex over deductibility of certain expenses under the agreement. In October, 1994, the Company commenced suit against Patlex in United States District Court for the Eastern District of Pennsylvania to collect the underpayment. in May 1996, judgment in the amount of $163,861 plus 6% interest was entered in favor of the Company, which judgment Patlex has appealed. Since the commencement of this litigation, Patlex has duly complied with the undisputed reporting and payment obligations under the contract and the Company has no reason to believe that Patlex will not continue to do so.
	With respect to any patents or group of related patents that are now the subject of one or more income-producing licenses, the Company does not believe that there is any currently foreseeable circumstance under which the Company would lose its rights to grant licenses.
	Information concerning entities that comprise more than 10% of service revenues for the three years ended December 31, 1996 is set forth in Note 7 of the Notes to the Company's Consolidated Financial Statements on Page 11 of its Annual Report to Stockholders for the year ended December 31, 1996. Said Page 11 is incorporated herein by reference.
Hot Melt Adhesives
	Acquisition and Investment
	In December, 1995, the Company acquired control of Advanced Resin Technology, Inc. ("Advanced Resin"') which was operating as its nonexclusive licensee under the LAMBDA patents (see "Business - Patents and Trademarks", Page 5). At the time of the acquisition, Advanced Resin was insolvent and the Company has provided a capital infusion through a $1,000,000 investment in debt and equity. Advanced Resin is still in the early stages of its corporate development with insignificant sales and the Company anticipates that it will have to make available additional financing of up to $500,000 in 1997.
	Products - Advanced Resin markets a line of thermoplastic polyurethane hot melt adhesives. Its materials do not contain volatile or toxic chemicals, are manufactured without high pressure or explosive methods or materials, are applied without solvents or other environmentally harmful agents and are fully recyclable. Due to their excellent adhesion to many substrates, low viscosity at melt, and high heat stability, Advanced Resin products are excellent candidates for hot-melt applications. Low viscosity makes Advanced Resin's adhesives easy to apply without solvent dilution. Advanced Resin's products also enjoy very high tear strength, excellent chemical and abrasion resistance, outstanding memory and extremely low shrinkage. They are sold under a variety of trademarks, Bondstar (special-purpose hot-melt adhesives suitable for applications such as solvent-free textile lamination), SnapTakTM contact hot melt adhesive (furniture, marine and automotive applications), LabeLokTM (hot-melt adhesive for labeling bottles and cans) and MemoriflexTM (general- purpose industrial elastomers).
	Supply and Facilities - In February, 1996, Advanced Resin entered into a long- term supply agreement with Key Polymer Corporation ("Key"), a well-respected manufacturer of industrial adhesives and, in March, it relocated its executive and sales offices to adjoin Key Polymer's manufacturing facilities in Lawrence, Massachusetts. Key has purchased the necessary manufacturing equipment and has successfully produced Advanced Resin's materials.
	Raw Materials - The raw materials necessary to manufacture Advanced Resin's products have been readily available from well known chemical companies and Advanced Resin does not anticipate any difficulty in filling its raw material requirements in the foreseeable future.
	Patents - Advanced Resin is operating under a royalty bearing, nonexclusive license from the Company. In order to enable it to establish its products, the Company has agreed not to license any competitor in the United States for a period of five (5) years. The Company does intend to seek licensees in other territories and for noncompetitive products. For information regarding the patents covering the Advanced Resin products, see "Business - Patents and Trademarks", below.
	Competition - The adhesive business is highly competitive. The Company faces keen competition from well established manufacturers of water based, moisture cure and solvent based adhesives that are much larger than Advanced Resin and have considerably more resources.
Government Regulations
	Federal, state and local environmental control laws have had no material effect on capital expenditures, earnings or the competitive position of the Company.
Patents and Trademarks
	As of December 31, 1996, the Company held the following interests in patents and trademarks:
	LAMBDA Related Patents - In June, 1993, the Company purchased from Genesco, Inc., the patents, trademark and related know-how covering the manufacture and composition of LAMBDA TM urethane polymer and epoxy materials. The two (2) issued U.S. patents acquired from Genesco expire on February 22, 2005 and June 7, 2008. Two (2) additional United States patents have been issued which expire on May 14, 2013 and December 3, 2013 and two (2) applications are pending. Various foreign patents and applications are issued or pending.
	The Company has also applied for a United States patent covering a hot- melt polyurethane adhesive composition that is suitable for high-volume operations like labeling and exposure to pasteurization, hot-filling, and/or cold storage.
	Conveyor Patents - Eight (8) U.S. patents covering conveyors and conveyor buckets that expire at various times from February 15, 2000 to April 21, 2009 and the registered U.S. trademarks, Econ-O-Lift, Maxecon and Swing Link. Various foreign patents and/or applications for patents or trademarks are issued or pending.
	Robotic Patents - Eight (8) U.S. patents covering multi-functional robotic end effectors and the Foreman registered U.S. trademark. These patents expire at various times from May 27, 2003 to November 1, 2011.
	Musical Instruments - An undivided 5% interest in three (3) of the "Electronic Musical Instrument" patents of Dr. Melville Clark, Jr., a Client, which patents expire in 1999, 2001 and 2002, respectively. 	__________
	Except for the LAMBDA Related Patents, the Company does not believe that the loss or termination of any of the above patents or trademarks would have a materially adverse effect on its business. As of December 31, 1996, the Company's unamortized investment in the LAMBDA patents aggregated $270,537 and the Company owns a controlling interest in Advanced Resin, a licensee under the LAMBDA Patents. The Company has invested $1,000,000 in equity and debt in Advanced Resin and anticipates that additional funding of up to $500,000 will be required in 1997.
Competition
	Licensing - Although no statistical data is available, the Company believes that it is one of the leading independent companies in the international licensing and technology transfer field. The Company believes its experience in identifying and licensing new technologies enhances its competitive position in the international licensing and technology transfer segment.
	Adhesives - Advanced Resin markets a unique line of thermoplastic polyurethane hot melt adhesives and faces keen competition from established manufacturers of water based, moisture cure and solvent based adhesives that are much larger and have considerably more resources than Advanced Resin. Advanced Resin has an insignificant share of the market in which its adhesives compete.
Employees
	As of December 31, 1996, the Company had 17 employees including four (4) at Advanced Resin. The Company considers its relations with its employees to be excellent.
Financial Information About Foreign and Domestic Operations and Product Sales
	The Company's business is principally conducted in the United States. Information concerning the aggregate of the Company's foreign source revenues from domestic operations for the three years ended December 31, 1996 is set forth in Note 7 of the Notes to the Company's Consolidated Financial Statements on Page 19 of its Annual Report to Stockholders for the year ended December 31, 1996. Said Page 19 is incorporated herein by reference. The Company is subject to the usual risks of doing business abroad, particularly currency flucuations and foreign exchange controls.
Item 2.
Item 2. Properties
	The Company leases the entire 40th floor, consisting of approximately 7,800 square feet, in an office building located at 122 East 42nd Street, New York, New York under a lease which expires in the year 2004. The Company occupies approximately 5,100 square feet space for its headquarters facility and subleases the remaining premises under subleases that are terminable upon six (6) months notice.
	Advanced Resin, the Company's 87% owned subsidiary leases offices and laboratory facilities consisting of approximately 2,010 square feet in Lawrence, Massachusetts under a lease which expires in the year 2001.
	The Company's wholly-owned subsidiary, REFAC Financial Corporation, leases office facilities in Las Vegas, Nevada, which it considers to be suitable and adequate for the present needs.
Item 3.
Item 3. Legal Proceedings
	The Company is the plaintiff in various claims and lawsuits incidental to its business. In the opinion of management, these claims and lawsuits in the aggregate will not have a materially adverse effect on the Company's financial position or results of operations.
	Suit by Former Officer - At December 31, 1996, the only claim pending against the Company was a litigation commenced in United States District Court for the Eastern District of New Jersey by the executrix of the estate of a former officer of the Company for compensation allegedly due under an employment arrangement. On January 14, 1997, the Court granted plaintiff's counsel's motion to withdraw as counsel and gave plaintiff thirty (30) days to retain substitute counsel. The Company believes that the claim is without any merit. Due to the dispute between plaintiff and her counsel, the Company has not yet filed an answer to the complaint.
	Patlex - The Company has a contract with Patlex which, in 1996, accounted for 55% of service revenues under which the Company and Patlex have had a running dispute over deductibility of certain expenses under the agreement. In October, 1994, the Company commenced suit against Patlex in United States District Court for the Eastern District of Pennsylvania to collect the underpayment and, on February 28, 1996, a jury awarded the Company damages in the sum of $163,860, which judgment Patlex has appealed. Since the commencement of this litigation, Patlex has duly complied with the undisputed reporting and payment obligations under the contract and the Company has no reason to believe that Patlex will not continue to do so.
	Storer Patent - On September 1, 1996, Dr. James A. Storer granted to the Company the exclusive right to establish through license or other suitable arrangements with third parties the manufacture, lease, sale and/or use of products under United States Patent No. 4,876,541 entitled "System for Dynamically Compressing and Decompressing Electronic Data" (the "Storer Patent"). On March 21, 1996, the Company filed a patent infringement suit against Hayes Microcomputer Products, Inc. ("Hayes") and Zoom Telephonics, Inc. ("Zoom") in the United States District Court for the Eastern District of Massachusetts. The Company and Dr. Storer allege that defendants' data modems which employ the V.42 bis standards infringe the Storer Patent. On February 11, 1997, oral argument was heard on defendants motion for summary judgement that V.42 bis modems do not infringe the Storer Patent. The Company expects this to be a significant and protracted litigation and, while the Company believes that it has meritorious patent infringement claims against Hayes and Zoom, patent litigation is expensive with the outcome uncertain.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
	No matters were submitted to a vote of security holders during the fourth quarter of the year ended December 31, 1996.
							PART II
Item 5.
Item 5. Market for the Company's Common Stock and Related Security Holder Matters 	 	The information required by this item is included on the inside cover of the Company's Annual Report to Stockholders for the year ended December 31, 1996, which is hereby incorporated by reference.
Item 6.
Item 6. Selected Financial Data
	The information required by this item is included on the inside cover of the Company's Annual Report to Stockholders for the year ended December 31, 1996, which is hereby incorporated by reference.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
	The information required by this item is included on Pages 10 and 11 of the Company's Annual Report to Stockholders for the year ended December 31, 1996, which pages are hereby incorporated by reference.
Item 8.
Item 8. Financial Statements
	The information required by this item is included on Pages 12 through 19 of the Company's Annual Report to Stockholders for the year ended December 31, 1996, which pages are hereby incorporated by reference.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
	None. 	PART III
Item 10.
Item 10. Directors and Executive Officers of the Company
	The information required by this item with respect to Directors is included in the Company's definitive Proxy Statement in connection with the Annual Meeting of Stockholders to be held in May, 1997 and is hereby incorporated herein by reference. Information concerning the Executive Officers of the Company is presented below.
	EXECUTIVE OFFICERS OF THE COMPANY
					 Served in Such 					 Position or Office Name 	 Age Continually Since	 Position (1) Eugene M. Lang	 	 78	 1952	 Chairman (2)
Robert L. Tuchman 		 54	 1991	 President, Chief Executive Officer and 						 			 General Counsel (3)
Kim Howe	 	 		 71	 1976	 Vice President in charge of the Company's operations in Great Britain 										
Robert Rescigno		 31	 1994	 Secretary and Treasurer (4) __________
NOTES:
	(1) Each executive officer's term of office is until the next organizational meeting of the Board of Directors of the Company (traditionally held immediately after the Annual Meeting of Stockholders of the Company) and until the election and qualification of his successor. However, the Company's Board of Directors has the discretion to replace officers at any time.
(2)	Mr. Lang, who has served as the Company's Chief Executive Officer since its inception, resigned such position on January 6, 1997 pursuant to the terms of a Retirement Agreement. He continues as Chairman until June 30, 1997. Thereafter, he has agreed to remain as a consultant to management for a three (3) year period and a member of the Company's Board of Directors.
(3)	On January 6, 1997, Mr. Tuchman succeeded Mr. Lang as the Chief Executive Officer of the Company. Mr. Tuchman served as the Company's President and Chief Operating Officer of the Company since August, 1991, Treasurer since May, 1994 and General Counsel since November, 1995.
(4)	Mr. Rescigno joined the Company in April, 1994 as Secretary and Controller. He previously served as an audit senior with Grant Thornton LLP, the Company's independent public accountants. He was a senior accountant for Theiss and Theiss, certified public accountants, from January, 1989 to December, 1993, where he was responsible for the firm's quality review.
Item 11.
Item 11. Executive Compensation
	The information required by this item is included on Pages 9 and 10 in the Company's definitive Proxy Statement in connection with the Annual Meeting of Stockholders to be held in May, 1997 and is hereby incorporated herein by reference.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
	The information required by this item is included on Pages 2 through 4 in the Company's definitive Proxy Statement in connection with the Annual Meeting of Stockholders to be held in May, 1997 and is hereby incorporated herein by reference.
Item 13.
Item 13. Certain Relationships and Related Transactions
	The information required by this item is included on Pages 13 and 14 in the Company's definitive Proxy Statement in connection with the Annual Meeting of Stockholders to be held in May, 1997 and is hereby incorporated herein by reference.
	PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a)(1) Financial Statements
	See index to financial statements on the inside cover of the Company's Annual Report to Stockholders for the year ended December 31, 1996, which is hereby incorporated by reference.
(a)(2) Schedules
	See index to financial statements on the inside cover of the Company's Annual Report to Stockholders for the year ended December 31, 1996, which is hereby incorporated by reference.
(a)(3) Exhibits
	See the Exhibit Index attached hereto for a list of the exhibits filed or incorporated by reference as a part of this report.
(b) Reports on Form 8-K.
	Filed on December 20, 1996 relating to Stock Repurchase Agreement and Retirement Agreement with Eugene M. Lang.
	Signatures
	Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
						REFAC Technology Development Corporation
Date: April 14, 1997			 						Robert L. Tuchman, President and Chief 						 Executive Officer
	Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.
April 14, 1997				 						Robert L. Tuchman, President, Chief Executive Officer, General Counsel and Director
April 14, 1997				 						Eugene M. Lang, Chairman and Director
April 14, 1997				 						Robert Rescigno, Secretary and Treasurer 						 April 14, 1997				 						Neil R. Austrian, Director
April 14, 1997				 						Robin L. Farkas, Director
April 14, 1997				 						Mark N. Kaplan, Director
April 14, 1997				 						Herbert W. Leonard, Director
April 14, 1997				 						Ira T. Wender, Director
	EXHIBIT INDEX
									Exhibit										 No. 				 Page No.
3.		Articles of Incorporation and By-laws of the Company as currently in effect. The exhibits required by this item are included in the Company's Annual Report on Form 10-K for the year ended December 31, 1987 and in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1988, SEC file number 0-7704, and are hereby incorporated by reference.
10.		Employment Agreement Amended and Restated dated December 13, 1996 between the Company and Robert L. Tuchman.
13.		Annual Report to Security Holders of the Company for the year ended December 31, 1996.
21.		Subsidiaries of the Registrant.
EXHIBIT 10
EXHIBIT 13
EXHIBIT 21
EXHIBIT 21
SUBSIDIARIES OF THE REGISTRANT
					 Jurisdiction 	 Name (l) (2) 		 	of Incorporation
		REFAC Services Corporation		 New York 		REFAC International, Ltd.		 Nevada 			REFAC Financial Corporation		 Delaware 		Advanced Resin Technology, Inc. (3)		 New Hampshire 		REFAC International, S.A.		 Switzerland 		REFAC International (U.K.) Ltd.		 England
	(1)	The Consolidated Financial Statements, included herein, include the accounts of the Registrant and all of the above subsidiaries.
	(2)	Subsidiaries of subsidiaries are indented.
	(3)	The Company owns approximately 87% of the outstanding capital stock of Advanced Resin Technology, Inc.
	REFAC TECHNOLOGY DEVELOPMENT CORPORATION AND SUBSIDIARIES
	FINANCIAL STATEMENTS 	OF 	 ANNUAL REPORT ON FORM 10-K TO 	 THE SECURITIES AND EXCHANGE COMMISSION
	YEAR ENDED DECEMBER 31, 1996
1.	Financial Statements
	The Consolidated Financial Statements to be included in Part II, Item 8 are incorporated by reference to the Annual Report to Stockholders of REFAC Technology Development Corporation for the year ended December 31, 1996, copies of which accompany this report.
	All schedules required by Item 14(a) (2) have been omitted because they are inapplicable, not required, or the information is included elsewhere in the financial statements or accompanying notes.