SECURITIES AND EXCHANGE COMMISSION   
                      Washington, D.C. 20549
 
                            FORM 10-K
 
       ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934            
 
           For the Fiscal Year Ended December 31, 1997
 
                  Commission File Number 0-7704
  
             REFAC TECHNOLOGY DEVELOPMENT CORPORATION
 
              Delaware                        13-1681234
  (State or other jurisdiction of          (I.R.S. Employer
   incorporation or organization)          Identification No.)
 
 
        122 East 42nd Street, New York, New York  10168  
     (Address of principal executive offices)     (Zip Code)
 
 Registrant's telephone number, including area code:      (212) 687-4741
 
 Securities registered pursuant to Section 12(b) of the Act:  None
 
   Securities registered pursuant to Section 12(g) of the Act:
 
              Common Stock, par value $.10 per share
                         (Title of Class)
 
      Indicate by check mark whether the registrant (1) has filed all reports
 required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
 1934 during the preceding 12 months (or for such shorter period that the
 registrant was required to file such reports), and (2) has been subject to
 such filing requirements for the past 90 days.   Yes   X    No      
 
      Indicate by check mark if disclosure of delinquent filers pursuant to
 Item 405 of Regulation S-K is not contained herein, and will not be 
 contained, to the best of registrant's knowledge, in definitive proxy or 
 information statements incorporated by reference in Part III of this Form 10-K
 or any amendment to this Form 10-K.   X  
 
      The aggregate market value of the voting stock held by non-affiliates
 of the registrant as of March 20, 1998 was $33,846,239.
 
      The number of shares outstanding of the registrant's Common Stock, par
 value $.10 per share, as of March 20, 1998 was 3,793,761.
 
 
 
               DOCUMENTS INCORPORATED BY REFERENCE
 
 
 PART I    Item 1 } Annual Report to Stockholders of REFAC
 PART II   Item 5 } Technology Development Corporation for the 
           Item 6 } year ended December 31, 1997 except for the 
           Item 7 } inside front and back cover and Pages 2 through
           Item 8 } 11 thereof.
 
 PART III  Item 10} Definitive Proxy Statement of REFAC
           Item 11} Technology Development Corporation in 
           Item 12} connection with the Annual Meeting of 
           Item 13} Stockholders to be held in May, 1998.
                                                              
                                 
                              PART I
 
 Item 1. Business
    
 General
 
     REFAC Technology Development Corporation (the "Company"), a Delaware
 corporation organized in 1952, through certain of its subsidiaries, is
 engaged in the businesses of Technology Licensing, Product Design and 
 Development and Trademark Licensing.
 
 Technology Licensing Operations
 
     The Company's technology licensing includes "New Technology" and "Patent
 Enforcement Licensing" projects.  In both classes, the Company acquires from
 its clients ("Clients") 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 recent years, a typical
 Client has been an individual or a small company for whom licensing offers
 important opportunities for accelerated product development, broadened
 commercialization and income.  The Company also offers larger corporations a
 facility for exploiting idle patents, unused or abandoned products and
 technological developments.  As a general policy, the Company shares equally
 with Clients the gross amount of revenues received from its licenses. 
 Occasionally, in addition to or in lieu of money payments, the Company may
 receive equity considerations.
 
     New Technology Licensing.  Includes technologies that have not yet been
 successfully commercialized.  They promise certain benefits such as new
 features, improved performance, cost savings and/or favorable environmental,
 health or safety features.  In order for the Company to attract Licensees for
 this type of technology, it has to present evidence that persuasively "proves
 the concept" of the invention, which often involves monetary investments.
 
     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.  Sometimes,
 the Company has the added right to license the Client's trademarks.  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 the Client's objectives.  The actual licensing process
 usually starts with the identification and qualification of suitable Licensee
 prospects.  Information packages and license proposals are prepared subject
 to the Client's approval.  When suitable prospective Licensees are
 identified, negotiations proceed with the goal of 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 licenses and related
 agreements may vary depending upon whether they principally cover patent
 rights, trademarks, developments and improvements, exclusivity, trade secrets
 and/or copyrights.  From time to time, licenses may be granted to parties, or
 result 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.
 
     Patent Enforcement Licensing.  In determining its interest in the
 products or patents of a prospective Client, the Company may find indications
 of infringement 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 a 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-plaintiff, to initiate infringement litigation.  Such litigation is
 costly and lengthy with an uncertain outcome.
 
     Except for its contracts with Patlex Corporation and Emhart Fastening
 Technologies, Inc. which accounted for 57% and 10%, respectively, of 1997
 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.
 
     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, 1997 is set forth in Note 8
 of the Notes to the Company's Consolidated Financial Statements on Page 23 of
 its Annual Report to Stockholders for the year ended December 31, 1997.  Said
 Page 23 is incorporated herein by reference.
 
     Competition.  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. 
 
 Product Design & Development
 
     On November 26, 1997, the Company acquired Human Factors Industrial
 Design ("Human Factors"), an industrial design and engineering firm based in
 New York City.  Founded in 1974, Human Factors is a product development
 company that offers a broad range of research, design and engineering
 services to create innovative products for its clients.  Human Factors merges
 the disciplines of applied human factors, industrial design, architecture and
 engineering.  Originally specializing in the design of medical products and
 shipboard electronics, Human Factors is now known for its expertise in
 designing and/or engineering (i) Consumer Products, (ii) Medical-Surgical
 Devices, (iii) Medical and Other Industrial Equipment and (iv) Control Rooms
 and Consoles.
 
     While it normally operates as a fee-for-service consultant, in the
 appropriate circumstances, it will forego current fee income for a
 participation in the future success of a project on a royalty basis.  As a
 result of the acquisition by the Company, Human Factors has a heightened
 interest in investing in proprietary projects.
 
     Facilities.  Human Factors occupies approximately 12,500 square feet of
 office, studio, machine shop and lab space in an office building located in
 New York City.  It runs a complete range of operating software platforms,
 including AutoCad, Alias, Cosmos, SolidWorks, MasterCam, MicroStation and
 ProEngineer.  It has a machine shop with a Computer Numeric Control milling
 machine, mock-up studio/workshop and an inspection/lab area, all on the same
 floor adjacent to its engineering and design studios.
 
     Employees.  Human Factors has 32 full-time employees, including 17
 industrial designers, 7 engineers and 8 technical and support staff.  Over
 half of the staff have been employed by Human Factors for more than 10 years.
 
     Competition.  The industrial design industry is fragmented, with a lack
 of dominant market leaders.  Since the barriers to entry, including capital
 requirements, are relatively low, there are a large number of small regional
 firms.  In fact, most of Human Factors's services are currently being
 rendered to clients located in the Northeast.  Human Factors faces keen 
 competition from other industrial design firms and its ability to attract 
 clients is dependent upon its reputation and ability to deliver distinctive 
 products that meet its clients' requirements in a timely fashion.
     
 Trademark Licensing
 
     On January 21, 1998, the Company broadened its licensing business
 through the formation of Selective Licensing & Promotion, Ltd. ("SL&P"). 
 SL&P is a full service trademark licensing agency and consultant for brand and
 character licensing properties.  The Company owns 81% of SL&P and Ms. Arlene
 Scanlan, the President and Chief Executive Officer of SL&P, owns the
 remaining 19%.  Ms. Scanlan brought to SL&P a licensing consultancy agreement 
 with Ben & Jerry's Ice Cream, as well as the licensing rights to a cartoon 
 character known as "Psycho Chihuahua" and the "Class of 2000" trademark.  The 
 Company has committed to make up to $1 million in financing available to SL&P 
 over the next three years. 
 
     Facilities.  In March, 1998, SL&P leased approximately 1,450 square feet
 of office space in Southport, Connecticut.
 
     Employees.  SL&P has 3 full-time employees and 1 part-time employee.
 
     Competition.  Success in the trademark licensing agency business is
 principally dependent upon the strength of the properties that the agency
 represents.  With respect to character or juvenile licensing, most of the
 movie and television production companies have their own licensing divisions
 to license their properties.  Thus, SL&P typically competes with other
 independent agencies for properties that have not yet become well-known but
 which it believes have the potential to be popular.  It also competes with
 other agencies in brand licensing for the rights to well-known corporate
 trademarks.  It believes that Human Factors' product design and development
 capability will give it a distinct advantage in this area.
 
 Ceased Operations - Hot-Melt Adhesives
 
     In December, 1995, the Company acquired control of Advanced Resin
 Technology, Inc. ("Advanced Resin") which was operating as a nonexclusive
 Licensee of the Company under the Adhesive and Polymer Related Patents (see
 "Business - Patents and Trademarks", Page 6).  Until the Company decided to
 cease Advanced Resin's manufacturing operations at the end of 1997, it
 marketed a line of thermoplastic polyurethane hot-melt adhesives sold under
 the trademarks Bondstar TM (special-purpose hot-melt adhesives suitable for
 applications such as solvent-free textile lamination) and Memoriflex TM 
 (general-purpose industrial elastomers).
 
     On February 6, 1998, the Company non-exclusively licensed this
 technology to Key Polymer Corporation, a regional adhesive manufacturer
 located in Lawrence, Massachusetts that had manufactured all of Advanced
 Resin's products pursuant to a contract manufacturing agreement.  Under the
 license agreement, Key Polymer will manufacture and market the adhesives,
 under REFAC's trademarks.  With this license agreement in place, the Company
 will now seek additional licensees for the technology.  Advanced Resin will
 devote its efforts in 1998 to research and development to refine and broaden
 the technology while providing technical assistance to Key Polymer and future
 licensees.  As a result of this transaction, the Company reported an
 after-tax loss on such ceased operations in the fourth quarter of 1997 of 
 approximately $341,000, or $0.09 per share.  In addition, Advanced Resin had 
 an operating loss in 1997 of $307,000 or $0.08 per share, after taxes.
     
 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, 1997, the Company held the following interests in
 patents and trademarks:
 
     Adhesive and Polymer Related Patents - The Company's subsidiary, REFAC
 International, Ltd. ("RIL") owns the following United States patents covering
 the manufacture and composition of urethane polymer and epoxy materials:
 
 
 U.S.                  Title                                   Expiration
 Patent                                                           Date
 No.  
 4,608,418   Hot Melt Composition and Process for Forming the
             Same                                               02/22/2005
 
 4,870,142   Novel Urethane Polymer Alloys With Reactive Epoxy
             Functional Groups                                  06/26/2008
 
 5,516,857   Thermoplastic Urethane Elastomeric Alloys          05/14/2013
  
 5,580,946   Thermoplastic Polyurethane-Epoxy Mixtures That
             Develop Cross-Linking Upon Melt Processing         12/03/2013
 
 
     In addition, the Company has three applications pending.  The first
 relates to 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.  The second relates to a process oil modified
 hot-melt composition, and the third concerns thermoplastic urethane
 elastomeric alloys.
 
     Various foreign patents and applications corresponding to the above
 United States Patents and applications are issued or pending.
 
     The Company also owns the registered United States trademark "LAMBDA"
 for use with thermoplastic polymer adhesives for general manufacturing and
 has pending United States trademark applications for the mark "REFAC", for
 use with adhesives and elastomers, and the mark "Bondstar", for use with
 adhesives used in manufacturing, laminating and/or assembly of products.
 
     H. pylori and Dermatitis Patent - The Company's subsidiary, REFAC
 Biochemics Corporation ("RBC"), holds the exclusive right to grant licenses
 under United States Patent No. 5,409,903, entitled "Method and Compositions
 for the Treatment of H. pylori and Dermatitis", which expires April 25, 2012. 
 RBC has committed to invest up to $120,000 for the prosecution and
 maintenance of the corresponding foreign patents and a clinical trial relating
 to this pharmaceutical composition.
 
     Conveyor Patents - RIL owns eight 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 R , Maxecon R  and 
 SwingLink R.  Various foreign patents and trademarks have issued. 
 
     Robotic Patents - The Company owns eight U.S. patents covering multi-
 functional robotic end effectors and the Foreman R registered U.S. trademark. 
 These patents expire at various times from May 27, 2003 to November 1, 2011.
 
     Exclusive Rights to License under Other Patents - As mentioned in Item
 1, in the Company's technology licensing business, it acquires from its
 Clients the exclusive right to license others 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. 
                            __________
     
     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.
     
 Employees
 
     As of December 31, 1997, the Company had 50 employees including 32
 employees at Human Factors and four employees 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, 1997 is set
 forth in Note 8 of the Notes to the Company's Consolidated Financial
 Statements on Page 23 of its Annual Report to Stockholders for the year ended
 December 31, 1997.  Said Page 23 is incorporated herein by reference.  The
 Company is subject to the usual risks of doing business abroad, particularly
 currency fluctuations and foreign exchange controls.
 
 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 of space for its headquarters
 facility and subleases the remaining premises under subleases that are
 terminable upon six (6) months notice.
 
     Human Factors, a wholly-owned subsidiary, leases the entire 15th floor,
 consisting of approximately 10,000 square feet, in an office building located
 at 575 Eighth Avenue, New York, New York under a lease which expires in the
 year 2003.  It also leases in the same building an additional 1,500 square
 feet under a lease which expires on October 31, 1998 and 900 square feet on
 a month-to-month basis.
 
     During 1997, Advanced Resin, a majority owned subsidiary of the Company
 (approximately 87% owned as of December 31, 1997 and approximately 93% owned
 as of March 21, 1998) leased offices and laboratory facilities consisting of
 approximately 2,010 square feet in Lawrence, Massachusetts under a lease with
 an expiration date in the year 2001.  This lease was terminated by Agreement
 as of January 31, 1998 when Advanced Resin ceased its manufacturing
 operations and replaced by a one-year lease for 860 square feet for laboratory
 facilities.  For further information, See "Item 1., Description of Business,
 Ceased Operations", Page 5.
 
     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.  Legal Proceedings
 
     The Company is the plaintiff in the following patent lawsuit and a
 claimant in an arbitration incidental to its business.  In the opinion of
 management, an adverse outcome in such lawsuit and/or arbitration will not
 have a materially adverse effect on the Company's financial position or
 results of operations.
 
     Storer Patent Litigation.  On September 1, 1995, 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 standard infringe the Storer
 Patent.  The Company reached a settlement with Hayes in December, 1997.  The
 litigation is continuing against Zoom with the jury trial scheduled for June,
 1998.  The Company expects this to be a significant and protracted litigation
 and, while  the Company believes that it has meritorious patent infringement
 claims against Zoom, patent litigation is expensive with the outcome uncertain.
 
     KST Patent Arbitration.  On May 12, 1997, the Company and Microsoft
 Corporation ("Microsoft") entered into a non-exclusive license under U.S.
 Patent No. 5,167,011 to Dr. W. Curtiss Priest (the "Priest Patent"), for
 which the Company holds the exclusive licensing rights. The Priest Patent 
 describes a system for coordinating information storage and retrieval. The 
 Company and Microsoft have agreed to keep the terms of the license agreement
 confidential, with the amount of the license fee to be determined by 
 arbitration.  While the Company believes that it has meritorious position, the
 outcome of an arbitration is uncertain.
 
     Suit by Former Officer.  At December 31, 1997, the only claim pending
 against the Company was a litigation commenced in United States District
 Court for the Eastern District of New Jersey, on December 12, 1995, by the
 executrix of the estate of a former officer of the Company for compensation 
 allegedly due under an employment arrangement.  The Company believes that the
 claim is without any merit. 
 
 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, 1997.
 
                              PART II
 
 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, 1997, which is hereby incorporated by reference.
 
 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, 1997, which is hereby incorporated by reference.
 
 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,
 1997, which pages are hereby incorporated by reference.
 
 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, 1997, which pages are hereby incorporated by reference.
 
 Item 9.  Changes in and Disagreements with Accountants on Accounting and
 Financial Disclosure
 
     None.
                             PART III
 
 Item 10. Directors and Executive Officers of the Company
 
     The information required by this item is included on Pages 3 through 7
 in the Company's definitive Proxy Statement in connection with the Annual
 Meeting of Stockholders to be held in May, 1998 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)         
       
 
 Robert L. Tuchman       55         1991          Chairman, President, Chief   
                                                  Executive Officer and
                                                  General Counsel (2)
 
 Raymond A. Cardonne, Jr.31         1997          Vice President (3)
 
 Robert Rescigno         32         1994          Secretary and Treasurer (4)
 
 Eugene M. Lang          79         1952          Chairman Emeritus (5)
 __________
 
 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. Tuchman succeeded Eugene M. Lang as the Chief Executive 
          Officer of the Company on January 6, 1997 and as Chairman of the
          Board of Directors on June 30, 1997.  He also serves as General 
          Counsel.  From August, 1991 until January 6, 1997, Mr. Tuchman served
          as the Company's President and Chief Operating Officer.  From May, 
          1994 to March, 1997 he was Treasurer.
 
          (3)      Mr. Cardonne joined the Company in December, 1997 as Vice 
          President responsible for the licensing and commercialization of 
          technologies.  Prior to joining REFAC, from December, 1994 through 
          November, 1997, Mr. Cardonne was a Vice President at Technology 
          Management & Funding, L.P.  From August, 1993 to December 1994, he 
          worked for NEPA Venture Funds, an early stage venture capital firm, 
          and the Lehigh Small Business Development Center.  He previously 
          worked at Ford Electronics from January, 1990 to July, 1993.
 
          (4)      Mr. Rescigno joined the Company in April, 1994 as Secretary 
          and Controller and became Treasurer in May, 1997.  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.
 
          (5)      Mr. Lang, the Company's founder, served as the Chief 
          Executive Officer of the Company from its inception in 1952 until 
          January 6, 1997 when he relinquished such position pursuant to the 
          terms of a Retirement Agreement.  He continued as Chairman of the  
          Board of Directors until June 30, 1997 and now serves as Chairman 
          Emeritus, a member of the Board of Directors and a consultant to the 
          Company.
 
 Item 11.  Executive Compensation
 
   The information required by this item is included on Pages 11 and 12 in
 the Company's definitive Proxy Statement in connection with the Annual
 Meeting of Stockholders to be held in May, 1998 and is hereby incorporated 
 herein by reference.
 
 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, 1998 and is hereby incorporated 
 herein by reference.
 
 Item 13.  Certain Relationships and Related Transactions
 
   The information required by this item is included on Page 17 in the
 Company's definitive Proxy Statement in connection with the Annual Meeting of
 Stockholders to be held in May, 1998 and is hereby incorporated herein by
 reference.
 
                             PART IV
 
 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, 1997, 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, 1997, 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 January 15, 1997 relating to Stock Repurchase Agreement and
 Retirement Agreement with Eugene M. Lang.
 
   Filed on December 10, 1997 relating to the purchase of Human Factors
 Industrial Design, Inc.



<PAGE>
                            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: March 18, 1998         /s/Robert L. Tuchman                   
                              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.
 
 
 
 
 March 18, 1998                        /s/Robert L. Tuchman              
                                       Robert L. Tuchman, President,
                                       Chief Executive Officer, General
                                       Counsel and Director
 
 
 
 March 18, 1998                        /s/Eugene M. Lang                 
                                       Eugene M. Lang, Director
 
 
 
 March 18, 1998                        /s/Robert Rescigno                
                                       Robert Rescigno, Secretary and
                                       Treasurer
 
 
                                
 March 18, 1998                        Neil R. Austrian                  
                                       Neil R. Austrian, Director
 
 
 
 March 18, 1998                        /s/Robin L. Farkas                   
                                       Robin L. Farkas, Director
 
 
 
                            Signatures
                           (Continued)
 
 
 
 
 March 18, 1998                        /s/Mark N. Kaplan                    
                                       Mark N. Kaplan, Director
 
 
 
 March 18, 1998                        /s/Herbert W. Leonard                
                                       Herbert W. Leonard, Director
 
 
 
 March 18, 1998                        /s/Douglas M. Spranger               
                                       Douglas M. Spranger, Director
 
 
 
 March 18, 1998                        /s/Ira T. Wender                     
                                       Ira T. Wender, Director<PAGE>
 
 
 
                          EXHIBIT INDEX
   
 
                               
 Exhibit No.                       Exhibit
 
   3.          Articles of Incorporation and By-laws of
               the Company as currently in effect.  The
               Articles of Incorporation required by
               this item is 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.  The By-laws
               of the Company are included herewith.
 
  10.          Employment Agreement Amended and Restated
               dated December 13, 1996 between the
               Company and Robert L. Tuchman. The
               Exhibit required by this item is included
               in the Company's Annual Report on Form
               10-K for the year ended December 31,
               1996, SEC file number 0-7704, and is
               hereby incorporated by reference.
 
  13.          Annual Report to Security Holders of the
               Company for the year ended December 31,
               1997.
 
  21.          Subsidiaries of the Registrant.
 
 
 
                          EXHIBIT 3
 
 
 BY-LAWS OF
 REFAC TECHNOLOGY DEVELOPMENT CORPORATION
 (a Delaware Corporation)
 
 ______________________
 
 ARTICLE I
 
 MEETING OF STOCKHOLDERS
 
              Section 1.  Annual Meeting.  The Annual Meeting of Stock-
     holders for the election of directors shall be held on such date
     and at such time as shall be designated from time to time by the
     Board of Directors.
 
              Section 2.  Special Meetings.  Special meetings of the
     stockholders, unless otherwise prescribed by statute, may be
     called at any time by the Board or the President.
 
              Section 3.  Notice of Meetings.  Notice of the place, date
     and time of the holding of each annual and special meeting of the
     stockholders and, in the case of a special meeting, the purpose
     or purposes thereof, shall be given personally or by mail in a
     postage prepaid envelope to each stockholder of record entitled
     to vote at such meeting, not less than ten nor more than fifty
     days before the date of such meeting.  If mailed, it shall be
     deposited in the mails within the above mentioned period and
     directed to such stockholder at his address as it appears on the
     records of the Corporation, unless he shall have filed with the
     Secretary of the Corporation a written request that notices to him
     be mailed to some other address, in which case it shall be
     directed to him at such other address.  Notice of any meeting of
     stockholders shall not be required to be given to any stockholder
     who shall attend such meeting in person or by proxy and shall not,
     at the beginning of such meeting, object to the transaction of any
     business because the meeting is not lawfully called or convened,
     or who shall, either before or after the meeting, submit a signed
     waiver of notice, in person or by proxy.  Unless the Board, after
     the adjournment of any meetings, shall fix after the adjournment
     a new record date for an adjourned meeting, notice of such
     adjourned meeting need not be given if the time and place to which
     the meeting shall be adjourned were announced at the meeting at
     which the adjournment is taken.  At the adjourned meeting the
     Corporation may transact any business which might have been
     transacted at the original meeting.  If the adjournment is for
     more than thirty days, or if after the adjournment a new record
     date is fixed for the adjourned meeting, a notice of the adjourned
     meeting shall be given to each stockholder of record entitled to
     vote at the adjourned meeting.
 
              Section 4.  Place of Meetings.  Meetings of the
     stockholders may be held at such place, within or without the
     State of Delaware, as the Board or the officer calling the same
     shall specify in the notice of such meeting, or as shall be
     specified in a duly executed waiver of notice thereof.
 
              Section 5.  Quorum.  At all meetings of the stockholders the
     holders of a majority of the votes of the shares of stock of the
     Corporation issued and outstanding and entitled to vote shall be
     present in person or by proxy to constitute a quorum for the
     transaction of any business, except when stockholders are required
     to vote by class, in which event a majority of the issued and
     outstanding shares of the appropriate class shall be present in
     person or by proxy, or except as otherwise provided by statute or
     in the Certificate of Incorporation.  In the absence of a quorum,
     the holders of a majority of the votes of the shares of stock
     present in person or by proxy and entitled to vote, or, if no
     stockholder entitled to vote is present, any officer of the
     Corporation may adjourn the meeting from time to time.  At any
     such adjourned meeting at which a quorum may be present any
     business may be transacted which might have been transacted at the
     meeting as originally called.
 
              Section 6.  Organization.  At each meeting of the
     stockholders the President, or in his absence or inability to act,
     a Vice President, or in the absence of any Vice President, any
     person chosen by a majority of those stockholders entitled to vote
     who are present, shall act as chairman of the meeting.  The
     Secretary, or, in his absence or inability to act, an Assistant
     Secretary or any person appointed by the chairman of the meeting,
     shall act as secretary of the meeting and keep the minutes
     thereof.
 
              Section 7.  Order of Business.  The order of business at
     all meetings of the stockholders shall be as determined by the
     chairman of the meeting.
 
              Section 8.  Voting.  Except as otherwise provided by
     statute, the Certificate of Incorporation, or any certificate duly
     filed in the State of Delaware pursuant to Section 151 of the
     Delaware General Corporation law, each holder of record shares of
     stock of the Corporation having voting power shall be entitled to
     one vote for every share of such stock standing in his name on the
     record of stockholders of the Corporation on the date fixed by the
     Board as the record date for the determination of the stockholders
     who shall be entitled to notice of and to vote at such meeting;
     or if such record date shall not have been so fixed, then at the
     close of business on the day next preceding the day on which
     notice thereof shall be given, or if notice is waived, at the
     close of business on the day next preceding the day on which the
     meeting is held.  Each stockholder entitled to vote at any meeting
     of stockholders may authorize another person or persons (not
     reasonable in number, as shall be determined by the Chairman of
     such meetings) to act for him by a proxy signed by such
     stockholder or his attorney-in-fact.  Any such proxy shall be
     delivered to the secretary of such meeting at or prior to the time
     designated in the order of business for so delivering such
     proxies.  No proxy shall be valid after the expiration of three
     years from the date thereof, unless otherwise provided in the
     proxy.  Every proxy shall be revocable at the pleasure of the
     stockholder executing it, except in those cases where an
     irrevocable proxy is given and is permitted by law.  Except as
     otherwise provided by statute, these By-Laws, or the Certificate
     of Incorporation, any corporate action to be taken by vote of the
     stockholders shall be authorized by a majority of the total votes,
     or when stockholders are required to vote by class by a majority
     of the votes of the appropriate class, cast at a meeting of
     stockholders by the holders of shares present in person or
     represented by proxy and entitled to vote on such action.  Unless
     required by statute, or determined by the chairman of the meeting
     to be advisable, the vote on any question need not be by written
     ballot.  On a vote by written ballot, each ballot shall be signed
     by the stockholder voting, or by his proxy, if there be such
     proxy, and shall state the number of shares voted.
 
              Section 9.  List of Stockholders.  The officer who has
     charge of the stock ledger of the Corporation shall prepare and
     make, at least ten days before every meeting of stockholders, a
     complete list of the stockholders entitled to vote at the meeting,
     arranged in alphabetical order, and showing the address of each
     stockholder and the number of shares registered in the name of
     each stockholder.  Such list shall be open to the examination of
     any stockholder, for any purpose germane to the meeting, during
     ordinary business hours, for a period of at least ten days prior
     to the meeting, either at a place within the city where the
     meeting is to be held, which place shall be specified in the
     notice of the meeting, or, if not so specified, at the place where
     the meeting is to be held.  The list shall also be produced and
     kept at the time and place of the meeting during the whole time
     thereof, and may be inspected by any stockholder who is present.
 
              Section 10.  Inspectors.  The Board may, in advance of any
     meeting of stockholders, appoint one or more inspectors to act at
     such meeting or any adjournment thereof.  If the inspectors shall
     not be so appointed or if any of them shall fail to appear or act,
     the chairman of the meeting may, and on the request of any
     stockholder entitled to vote thereat shall, appoint inspectors. 
     Each inspector, before entering upon the discharge of his duties,
     shall take and sign an oath faithfully to execute the duties of
     inspector at such meeting with strict impartiality and according
     to the best of his ability.  The inspectors shall determine the
     number of shares outstanding and the voting power of each, the
     number of shares represented at the meeting, the existence of a
     quorum, the validity and effect of proxies, and shall receive
     votes, ballots or consents, hear and determine all challenges and
     questions arising in connection with the right to vote, count and
     tabulate all votes, ballots or consents, determine the result, and
     do such acts as are proper to conduct the election or vote with
     fairness to all stockholders.  On request of the chairman of the
     meeting or any stockholder entitled to vote thereat, the
     inspectors shall make a report in writing of any challenge,
     request or matter determined by them and shall execute a
     certificate of any fact found by them.  No director or candidate
     for the office of director shall act as inspector of an election
     of directors. Inspectors may, but need not be, stockholders.
 
              Section 11.  Consent of Stockholders in Lieu of Meeting.  In
     order that the corporation may determine the stockholders entitled
     to consent to corporate action in writing without a meeting, the
     Board of Directors may fix a record date, which record date shall
     not precede the date upon which the resolution fixing the record
     date is adopted by the Board of Directors, and which date shall
     not be more than ten (10) days after the date upon which the
     resolution fixing the record date is adopted by the Board of
     Directors.  Any stockholder of record seeking to have the
     stockholders authorize or take corporate action by written consent
     shall, by written notice to the secretary, request the Board of
     Directors to fix a record date.  The Board of Directors shall
     promptly, but in all events within ten (10) days after the date
     on which such a request is received, adopt a resolution fixing the
     record date.  If no record date has been fixed by the Board of
     Directors within ten (10) days of the date on which such a request
     is received, the record date for determining stockholders entitled
     to consent to corporate action in writing without a meeting, when
     no prior action by the Board of Directors is required by
     applicable law, shall be the first date on which a signed written
     consent setting forth the action taken or proposed to be taken is
     delivered to the corporation by delivery to its registered office
     in the State of Delaware, its principal place of business, or an
     officer or agent of the corporation having custody of the book in
     which proceedings of stockholders meetings are recorded, to the
     attention of the Secretary of the corporation.  Delivery shall be
     by hand or by certified or registered mail, return receipt
     requested.  If no record date has been fixed by the Board of
     Directors and prior action by the Board of Directors is required
     by applicable law, the record date for determining stockholders
     entitled to consent to corporate action in writing without a
     meeting shall be at the close of business on the date on which the
     Board of Directors adopts the resolution taking such prior action.
                                                            
 
         Section 12.  Nature of Business at Meetings of Stockholders.  No
     business may be transacted at an annual meeting of stockholders, other
     than business that is either (a) specified in the notice of meeting (or
     any supplement thereto) given by or at the direction of the Board of
     Directors (or any duly authorized committee thereof), (b) otherwise
     properly brought before the annual meeting by or at the direction of the
     Board of Directors (or any duly authorized committee thereof) or (c)
     otherwise properly brought before the annual meeting by any stockholder
     of the Corporation (i) who is a stockholder of record on the date of the
     giving of the notice provided for in this Section and on the record date
     for the determination of stockholders entitled to vote at such annual
     meeting and (ii) who complies with the notice procedures set forth in
     this Section.
          
              In addition to any other applicable requirements, for business
     to be properly brought before an annual meeting by a stockholder, such
     stockholder must have given timely notice thereof in proper written form
     to the Secretary of the Corporation.
     
              To be timely, a stockholder's notice to the Secretary must be
     delivered to or mailed and received at the principal executive offices
     of the Corporation not less than sixty (60) days nor more than ninety
     (90) days prior to the anniversary date of the immediately preceding
     annual meeting of stockholders; provided, however, that in the event
     that the annual meeting is called for a date that is not within thirty
     (30) days before or after such anniversary date, notice by the
     stockholder in order to be timely must be so received not later than the
     close of business on the tenth (10th) day following the day on which
     such notice of the date of the annual meeting was mailed or such public
     disclosure of the date of the annual meeting was made, whichever first
     occurs.
 
              To be in proper written form, a stockholder's notice to the
     Secretary must set forth as to each matter such stockholder proposes to
     bring before the annual meeting (i) a brief description of the business
     desired to be brought before the annual meeting and the reasons for
     conducting such business at the annual meeting, (ii) the name and record
     address of such stockholder, (iii) the class or series and number of
     shares of capital stock of the Corporation which are owned beneficially
     or of record by such stockholder, (iv) a description of all arrangements
     or understandings between such stockholder and any other person or
     persons (including their names) in connection with the proposal of such
     business by such stockholder and any material interest of such
     stockholder in such business and (v) a representation that such
     stockholder intends to appear in person or by proxy at the annual
     meeting to bring such business before the meeting.
 
              No business shall be conducted at the annual meeting of
     stockholders except business brought before the annual meeting in
     accordance with the procedures set forth in this Section; provided,
     however, that, once business has been properly brought before the annual
     meeting in accordance with such procedures, nothing in this Section
     shall be deemed to preclude discussion by any stockholder of any such
     business.  If the Chairman of an annual meeting determines that business
     was not properly brought before the annual meeting in accordance with
     the foregoing procedures, the Chairman shall declare to the meeting that
     the business was not properly brought before the meeting and such
     business shall not be transacted.
                               
                          ARTICLE II
                               
                      BOARD OF DIRECTORS
 
              Section 1.  General Powers.   The business and affairs of
     the Corporation shall be managed by the Board.  The Board may
     exercise all such authority and powers of the Corporation and do
     all such lawful acts and things as are not by statute or the
     Certificate of Incorporation directed or required to be exercised
     or done by the stockholders.
 
              Section 2.  Number, Qualifications, Election and Term of
     Office.  The number of directors of the Corporation shall be 7,
     but, by vote of a majority of the entire Board, the number thereof
     may be increased to a total of 11 directors, subject to the
     provisions of Section 11 of Article II.  All of the directors
     shall be of full age.  Directors need not be stockholders.  Except
     as otherwise provided by statute or these ByLaws, the directors
     shall be elected at the annual meeting of stockholders for the
     election of directors, or a special meeting of the Stockholders
     called for the purpose of election of directors, and the persons
     receiving a plurality of the votes cast at such election shall be
     elected provided that a quorum is present.  Each director shall
     hold office until the next annual meeting of the stockholders and
     until his successor shall have been duly elected and qualified,
     or until his death, or until he shall have resigned, or have been
     removed, as hereinafter provided in these ByLaws, or as otherwise
     provided by statute or the Certificate of Incorporation.
 
              Section 3.  Place of Meetings.  Meetings of the Board may
     be held at such place, within or without the State of Delaware,
     as the Board may from time to time determine or as shall be
     specified in the notice or waiver of notice of such meeting.
 
              Section 4.  First Meeting.  The Board shall meet for the
     purpose of organization, the election of officers and the
     transaction of other business, as soon as practicable after each
     annual meeting of the stockholders, on the same day and at the
     same place where such annual meeting shall be held.  Notice of
     such meeting need not be given.  Such meeting may be held at any
     other time or place (within or without the State of Delaware)
     which shall be specified in a notice thereof given as hereinafter
     provided in Section 7 of this Article II.
 
              Section 5.  Regular Meetings.  Regular meetings of the Board
     shall be held at such time and place as the Board may from time
     to time determine.  If any day fixed for a regular meeting shall
     be a legal holiday at the place where the meeting is to be held,
     then the meeting which would otherwise be held on that day shall
     be held at the same hour on the next succeeding business day. 
     Notice of regular meetings of the Board need not be given except
     as otherwise required by statute or these By-Laws.
 
              Section 6.  Special Meetings.  Special meetings of the Board
     may be called by two or more directors of the Corporation or by
     the President.
 
              Section 7.  Notice of Meetings.  Notice of each special
     meeting of the Board (and of each regular meeting for which notice
     shall be required) shall be given by the Secretary as hereinafter
     provided in this Section 7, in which notice shall be stated the
     time and place (within or without the State of Delaware) of the
     meeting.  Notice of each such meeting shall be delivered to each
     director either personally or by telephone, telegraph, cable or
     wireless, at least twenty-four hours before the time at which such
     meeting is to be held or by first-class mail, postage prepaid,
     addressed to him at his residence, or usual place of business,
     deposited in the mails at least three days before the day on which
     such meeting is to be held.  Notice of any such meeting need not
     be given to any director who shall, either before or after the
     meeting, submit a signed waiver of notice or who shall attend such
     meeting without protesting, prior to or at its commencement, the
     lack of notice to him.  Except as otherwise specifically required
     by these By-Laws, a notice or waiver of notice of any regular or
     special meeting need not state the purposes of such meeting.
 
              Section 8.  Quorum and Manner of Acting.  A majority of the
     entire Board shall be present in person at any meeting of the
     Board in order to constitute a quorum for the transaction of
     business at such meeting, and, except as otherwise expressly
     required by statute or the Certificate of Incorporation, the act
     of a majority of the directors present at any meeting at which a
     quorumis present shall be the act of the Board.  In the absence
     of a quorum at any meeting of the Board, a majority of the
     directors present thereat, or if no director be present, the
     Secretary may adjourn such meeting to another time and place, or
     such meeting, unless it be the first meeting of the Board, need
     not be held.  Notice of such adjourned meeting need not be given
     if the time and place to which the meeting is to be adjourned were
     announced at the meeting at which the adjournment is taken.  At
     any adjourned meeting at which a quorum is present, any business
     may be transacted which might have been transacted at the meeting
     as originally called.  Except as provided in Article III of these
     By-Laws, the directors shall act only as a Board and the
     individual directors shall have no power as such.
 
              Section 9.  Organization.  At each meeting of the Board, the
     President (or, in his absence or inability, a director chosen by
     a majority of the directors present) shall act as chairman of the
     meeting and preside thereat.  The Secretary (or, in his absence
     or inability to act, any person appointed by the chairman) shall
     act as secretary of the meeting and keep the minutes thereof.
 
              Section 10.  Resignations.  Any director of the Corporation
     may resign at any time by giving written notice of his resignation
     to the Board, the President or the Secretary.  Any such
     resignation shall take effect at the time specified therein or,
     if the time when it shall become effective shall not be specified
     therein, immediately upon its receipt; and, unless otherwise
     specified therein, the acceptance of such resignation shall not
     be necessary to make it effective.
 
              Section 11.  Vacancies.   Vacancies may be filled by a
     majority of the directors then in office, though less than a
     quorum, or by a sole remaining director, and the directors so
     chosen shall hold office until the next annual election and until
     their successors are duly elected and shall qualify, unless sooner
     displaced.  If there are no directors in office, then an election
     of directors may be held in the manner provided by statute.  If,
     at the time of filling any vacancy or any newly created
     directorship, the directors then in office shall constitute less
     than a majority of the whole board (as constituted immediately
     prior to any such increase), the Court of Chancery may, upon
     application of any holder or holders of at least ten percent of
     the votes of the shares at the time outstanding having the right
     to vote for such directors, summarily order an election to be held
     to fill any such vacancies or newly created directorships, or to
     replace the directors chosen by the directors then in office.  
     Except as otherwise provided in these By-Laws, when one or more
     directors shall resign from the Board, effective at a future date,
     a majority of the directors then in office, including those who
     have so resigned, shall have power to fill such vacancy or
     vacancies, the vote thereon to take effect when such resignation
     or resignations shall become effective, and each director so
     chosen shall hold office as provided in this section in the
     filling of other vacancies.
 
              Section 12.  Removal of Directors.  Except as otherwise
     provided in the Certificate of Incorporation or in these By-Laws,
     any director may be removed, either with or without cause, at any
     time, by the affirmative vote of [50]% of the votes of the issued
     and outstanding stock entitled to vote for the election of
     directors of the Corporation given at a special meeting of the
     stockholders called and held for the purpose; and the vacancy  in
     the Board caused by any such removal may be filled by a majority
     of the directors then in office, though less than a quorum, or by
     a sole remaining director.  The provisions in this Section 12 may
     not be repealed or amended in any respect or in any manner except
     by the affirmative vote of the holders of not less than [50]% of
     the outstanding shares of common stock of the corporation.
 
              Section 13.  Compensation.  The Board shall have authority
     to fix the compensation, including fees and reimbursement of
     expenses, of directors for services to the Corporation in any
     capacity, provided no such payment shall preclude any director
     from serving the Corporation in any other capacity and receiving
     compensation therefor.
 
              Section 14.  Action Without Meeting.  Any action required or
     permitted to be taken at any meeting of the Board or of any
     committee thereof may be taken without a meeting if all members
     of the Board or committee, as the case may be, consent thereto in
     writing, and the writing or writings are filed with the minutes
     of proceedings of the Board or committee.
 
              Section 15.  Action by Conference Telephone.  Members of the
     Board or any committee may participate in a meeting of the Board
     or such committee by means of conference telephone or similar
     communications equipment by means of which all persons
     participating in such meeting may hear each other, and such
     participation shall constitute presence in person at such meeting.
     
 
              Section 16.  Nomination of Directors.  Only persons who are 
 nominated in accordance with the following procedures shall be eligible for 
 election as directors of the Corporation, except as may be otherwise provided 
 in the Certificate of Incorporation with respect to the right of holders of
 preferred stock of the Corporation to nominate and elect a specified number of
 directors in certain circumstances.  Nominations of persons for election to the
 Board  of Directors may be made at any annual meeting of stockholders, or at 
 any special meeting of stockholders called for the purpose of electing 
 directors, (a) by or at the direction of the Board of Directors (or any duly 
 authorized committee thereof) or (b) by any stockholder of the Corporation (i)
 who is a stockholder of record on the date of the giving of the notice provided
 for in this Section and on the record date for the determination of 
 stockholders entitled to vote at such meeting and (ii) who complies with the 
 notice procedures set forth in this Section.
 
     In addition to any other applicable requirements, for a nomination to
 be made by a stockholder, such stockholder must have given timely notice
 thereof in proper written form to the Secretary of the Corporation.
 
     To be timely, a stockholder's notice to the Secretary must be delivered
 to or mailed and received at the principal executive offices of the
 Corporation (a) in the case of an annual meeting, not less than sixty (60)
 days nor more than ninety (90) days prior to the anniversary date of the
 immediately preceding annual meeting of stockholders; provided, however, that
 in the event that the annual meeting is called for a date that is not within
 thirty (30) days before or after such anniversary date, notice by the
 stockholder in order to be timely must be so received not later than the
 close of business on the tenth (10th) day following the day on which such 
 notice of the date of the annual meeting was mailed or such public disclosure 
 of the date of the annual meeting was made, whichever first occurs; and (b) in
 the case of a special meeting of stockholders called for the purpose of 
 electing directors, not later than the close of business on the tenth (10th) 
 day following the day on which notice of the date of the special meeting was
 mailed or public disclosure of the date of the special meeting was made,
 whichever first occurs.
 
     To be in proper written form, a stockholder's notice to the Secretary
 must set forth (a) as to each person whom the stockholder proposes to
 nominate for election as a director (i) the name, age, business address and 
 residence address of the person, (ii) the principal occupation or employment of
 the person, (iii) the class or series and number of shares of capital stock of
 the Corporation which are owned beneficially or of record by the person and 
 (iv) any other information relating to the person that would be required to be
 disclosed in a proxy statement or other filings required to be made in
 connection with solicitations of proxies for election of directors pursuant
 to Section 14 of the Securities Exchange Act of 1934, as amended (the
 "Exchange Act"), and the rules and regulations promulgated thereunder; and
 (b) as to the stockholder giving the notice (i) the name and record address of
 such stockholder, (ii) the class or series and number of shares of capital
 stock of the Corporation which are owned beneficially or of record by such
 stockholder, (iii) a description of all arrangements or understandings
 between such stockholder and each proposed nominee and any other person or 
 persons (including their names) pursuant to which the nomination(s) are to be 
 made by such stockholder, (iv) a representation that such stockholder intends 
 to appear in person or by proxy at the meeting to nominate the persons named in
 its notice and (v) any other information relating to such stockholder that
 would be required to be disclosed in a proxy statement or other filings
 required to be made in connection with solicitations of proxies for election
 of directors pursuant to Section 14 of the Exchange Act and the rules and
 regulations promulgated thereunder.  Such notice must be accompanied by a
 written consent of each proposed nominee to being named as a nominee and to
 serve as a director if elected.
     
     No person shall be eligible for election as a director of the
 Corporation unless nominated in accordance with the procedures set forth in
 this Section.  If the Chairman of the meeting determines that a nomination
 was not made in accordance with the foregoing procedures, the Chairman shall
 declare to the meeting that the nomination was defective and such defective
 nomination shall be disregarded.
                               
                         ARTICLE III 
                               
                EXECUTIVE AND OTHER COMMITTEES
 
              Section 1.  Executive and Other Committees.  The Board may,
     by resolution passed by a majority of the whole Board, designate
     one or more committees, each committee to consist of one or more
     of the directors of the Corporation.  The Board may designate one
     or more directors as alternate members of any committee, who may
     replace any absent or disqualified member at any meeting of the
     committee.  In the absence or disqualification of any member of
     such committee or committees, the member or members thereof
     present at any meeting and not disqualified from voting, whether
     or not he or they constitute a quorum, may unanimously appoint
     another member of the Board to act at the meeting in the place of
     any such absent or disqualified member.  Any such committee, to
     the extent provided in the resolution creating the same, shall
     have and may exercise the powers of the Board in the management
     of the business and affairs of the Corporation, and may authorize
     the seal of the Corporation to be affixed to all papers which may
     require it; provided, however, that no committee shall have power
     or authority to amend the Certificate of Incorporation, adopt an
     agreement of merger or consolidation, recommend to the
     stockholders the dissolution of the Corporation or a revocation
     of a dissolution, or amend these By-Laws.  Any committee shall
     have the power and authority to declare a dividend or authorize
     the issuance of stock of the Corporation. Each committee shall
     keep written minutes of its proceedings and shall report such
     minutes to the Board when required.  All such proceedings shall
     be subject to revision or alteration by the Board; provided,
     however, that third parties shall not be prejudiced by such
     revision or alteration.
 
              Section 2.  General.  A majority of any committee may
     determine its action and fix the time and place of its meetings,
     unless the Board shall otherwise provide.  Notice of such meetings
     shall be given to each member of the committee in the manner
     provided for in Article II, Section 7.  The Board shall have any
     power at any time to fill vacancies in, to change the membership
     of, or to dissolve any such committee.  Nothing herein shall be
     deemed to prevent the Board from appointing one or more committees
     consisting in whole or in part of persons who are not directors
     of the Corporation; provided, however, that no such committee
     shall have or exercise any authority of the Board.
 
                         ARTICLE IV 
                               
                           OFFICERS
 
              Section 1.  Number and Qualifications.  The officers of the
     Corporation shall include the President, one or more Vice
     Presidents (one or more of whom may be designated Executive Vice
     President or Senior Vice President), the Treasurer, Controller and
     the Secretary.  Any two or more offices may be held by the same
     person.  Such officers shall be elected from time to time by the
     Board, each to hold office until the meeting of the Board
     following the next annual meeting of the stockholders, or until
     his successor shall have been duly elected and shall have
     qualified, or until his death, or until he shall have resigned,
     or have been removed, as hereinafter provided in these By-Laws. 
     The Board may from time to time elect, or the President may
     appoint, such other officers (including one or more Assistant Vice
     Presidents, Assistant Secretaries and Assistant Treasurers), and
     such agents, as may be necessary or desirable for the business of
     the Corporation.  Such other officers and agents shall have such
     duties and shall hold their offices for such terms as may be
     prescribed by the Board or by the appointing authority.
 
              Section 2.  Resignations.  Any officer of the Corporation
     may resign at any time by giving written notice of his resignation
     to the Board, the President or the Secretary.  Any such
     resignation shall take effect at the time specified therein or,
     if the time when it shall become effective shall not be specified
     therein, immediately upon its receipt; and, unless otherwise
     specified therein, the acceptance of such resignation shall not
     be necessary to make it effective.
 
              Section 3.  Removal.  Any officer or agent of the Corporation
     may be removed, either with or without cause, at any time, by the
     vote of the majority of the entire Board at any meeting of the
     Board or, except in the case of an officer or agent elected or
     appointed by the Board, by the President.  Such removal shall be
     without prejudice of the contractual rights, if any, of the person
     so removed.
 
              Section 4.  Vacancies.   A vacancy in any office, whether
     arising from death, resignation, removal or any other cause, may
     be filled for the unexpired portion of the term of the office
     which shall be vacant, in the manner prescribed in these By-Laws
     for the regular election or appointment to such office.
 
              Section 5.  The President.  The President shall be the chief
     executive officer of the Corporation and shall have the general
     and active management of the business of the Corporation and
     general and active supervision and direction over the other
     officers, agents and employees and shall see that their duties are
     properly performed. He shall, if present, preside at each meeting
     of the stockholders and of the Board and shall be an ex officio
     member of all committees of the Board.  He shall perform all
     duties incident to the office of President and chief executive
     officer and such other duties as may from time to time be assigned
     to him by the Board.
 
              Section 6.  Vice Presidents.  Each Executive Vice President,
     each Senior Vice President and each Vice President shall have such
     powers and perform all such duties as from time to time may be
     assigned to him by the President or the Board of Directors.
 
              Section 7.  The Treasurer.  The Treasurer shall be the chief
     financial officer of the Corporation and shall exercise general
     supervision over the receipt, custody and disbursement of
     corporate funds.  He shall have such further powers and duties as
     may be conferred upon him from time to time by the President or
     the Board of Directors.
 
              Section 8.  The Controller.   The Controller shall be the
     chief accounting officer of the Corporation and shall maintain
     adequate records of all assets, liabilities and transactions of
     the Corporation; he shall establish and maintain internal
     accounting control and, in cooperation with the independent public
     accountants selected by the Board, shall supervise internal
     auditing. He shall have such further powers and duties as may be
     conferred upon him from time to time by the President or the Board
     of Directors.
 
              Section 9.  The Secretary.  The Secretary shall 
                     (a) record and keep or cause to be kept in one
     or more books provided for the purpose, the minutes of all
     meetings of the Board, the committees of the Board and the
     stockholders;
 
                     (b) see that all notices are duly given in
     accordance with the provisions of these By-Laws and as required
     by law;
 
                     (c) be custodian of the records and the seal of the
     Corporation and affix and attest the seal to all stock
     certificates of the Corporation (unless the seal of the
     Corporation on such certificates shall be a facsimile) as
     hereinafter provided and affix and attest the seal to all other
     documents to be executed on behalf of the Corporation under its
     seal;
 
                     (d) see that the books, reports, statements,
     certificates and other documents and records required by law to
     be kept and filed are properly kept and filed; and
 
                     (e) in general, perform all the duties incident to
     the office of Secretary and such other duties as from time to time
     may be assigned to him by the Board or the President.
 
 
              Section 10. Officers' Bonds or Other Security. If required
     by the Board, any officer of the Corporation shall give a bond or
     other security for the faithful performance of his duties, in such
     amount and with such surety or sureties as the Board may require.
 
              Section 11. Compensation.  The compensation of the officers
     of the Corporation for their services as such officers shall be
     fixed from time to time by the Board; provided, however, that the
     Board may delegate to the President the power to fix the
     compensation of officers and agents appointed by the President,
     as the case may be.  An officer of the Corporation shall not be
     prevented from receiving compensation by reason of the fact that
     he is also a director of the Corporation, but any such officer who
     shall also be a director shall not have any vote in the
     determination of the amount of compensation paid to him.
 
                          ARTICLE V
                               
                       INDEMNIFICATION
 
              The Corporation shall, to the fullest extent permitted by
     the General Corporation Law of the State of Delaware, indemnify,
     members of the Board and may, if authorized by the Board,
     indemnify its officers and any and all persons whom it shall have
     power to indemnify against any and all expenses, liabilities or
     other matters.
 
                               
                               
                          ARTICLE VI
                               
        CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
 
              Section 1.  Execution of Contracts.  Except as otherwise
     required by statute, the Certificate of Incorporation or these By-
     Laws, any contracts or other instruments may be executed and
     delivered in the name and on behalf of the Corporation by such
     officer or officers (including any assistant officer) of the
     Corporation as the Board may from time to time direct.  Such
     authority may be general or confined to specific instances as the
     Board may determine. Unless authorized by the Board or expressly
     permitted by these By-Laws, an officer or agent or employee shall
     not have any power or authority to bind the Corporation by and
     contract or engagement or to pledge its credit or to render it
     pecuniarily liable for any purpose or to any amount.
 
              Section 2.  Loans.  Unless the Board shall otherwise
     determine, either (a) the President, singly, or (b) any two Vice
     Presidents, jointly, or (c) a Vice President, together with the
     Treasurer, may effect loans and advances at any time for the
     Corporation from any bank, trust company or other institution, or
     from any firm, corporation or individual, and for such loans and
     advances may make, execute and deliver promissory notes, bonds or
     other certificates or evidences of indebtedness of the Corporation, 
     but no officer or officers shall mortgage, pledge, hypothecate or 
     transfer any securities or other property of the Corporation, 
     except when authorized by the Board.
 
              Section 3.  Checks, Drafts, etc.  All checks, drafts, bills
     of exchange or other orders for the payment of money out of the
     funds of the Corporation, and all notes or other evidences of
     indebtedness of the Corporation, shall be signed in the name and
     on behalf of the Corporation by such persons and in such manner
     as shall from time to time be authorized by the Board.
 
              Section 4.  Deposits.  All funds of the Corporation not
     otherwise employed shall be deposited from time to time to the
     credit of the Corporation in such banks, trust companies or other
     depositaries as the Board may from time to time designate or as
     may be designated by any officer or Officers of the Corporation
     to whom such power of designation may from time to time be
     delegated by the Board.  For the purpose of deposit and for the
     purpose of collection for the account of the Corporation, checks,
     drafts and other orders for the payment of money which are payable
     to the order of the Corporation may be endorsed, assigned and
     delivered by any officer or agent of the Corporation, or in such
     other manner as the Board may determine by resolution.
 
              Section 5.  General and Special Bank Accounts.  The Board
     may from time to time authorize the opening and keeping of general
     and special bank accounts with such banks, trust companies or
     other depositaries as the Board may designate or as may be
     designated by any officer or officers of the Corporation to whom
     such power of designation may from time to time be delegated by
     the Board.  The Board may make such special rules and regulations
     with respect to such bank accounts, not inconsistent with the
     provisions of these By-Laws, as it may deem expedient:
 
              Section 6.  Proxies in Respect of Securities of Other
     Corporations.  Unless otherwise provided by resolution adopted by
     the Board of Directors, the President, or a Vice President may,
     from time to time, in the name and on behalf of the Corporation
     (a) cast the votes which the Corporation may be entitled to cast
     as the holder of stock or other securities in any other
     corporation any of whose stock or other securities may be held by
     the Corporation, at meetings of the holders of the stock or other
     securities of such other corporation, or consent in writing, in
     the name of the Corporation as such holder, to any action by such
     other corporation, and execute or cause to be executed in the name
     and on behalf of the Corporation and under its corporate seal, or
     otherwise, all such written proxies or other instruments as he may
     deem necessary or proper in the premises, and (b) appoint an
     attorney or attorneys or agent or agents, of the Corporation, to
     take any of such actions and instruct the person or persons so
     appointed as to the manner of casting such votes or giving such
     consent. 
 
                         ARTICLE VII
                               
                         SHARES, ETC.
 
              Section 1.  Stock Certificates.  Each holder of stock of the
     Corporation shall be entitled to have a certificate, in such form
     as shall be approved by The Board, certifying the number of shares
     of stock of the Corporation owned by him.  The certificates
     representing shares of stock shall be signed in the name of the
     Corporation by the President or a Vice President and by the
     Secretary or an Assistant Secretary or the Treasurer or an
     Assistant Treasurer and may be sealed with the seal of the
     Corporation (which seal may be a facsimile, engraved or printed). 
     Any signature on such certificates may be facsimile, engraved or
     printed.  In case any officer, transfer agent or registrar who
     shall have signed or whose facsimile signature shall have been
     placed upon such certificates no longer holds such office, the
     shares represented thereby may nevertheless be issued by the
     Corporation with the same effect as if such officer were still in
     office at the date of their issue.
 
              Section 2.  Books of Account and Record of Stockholders.  The
     books and records of the Corporation may be kept at such places,
     within or without the State of Delaware, as the Board may from
     time to time determine.  The stock record books and the blank
     stock certificate books shall be kept by the Secretary or by any
     other officer or agent designated by the Board.
 
              Section 3.  Transfers of Shares.   Transfers of shares of
     stock of the Corporation shall be made on the stock records of the
     Corporation only upon authorization by the registered holder
     thereof, or by his attorney "hereunto authorized by power of
     attorney duly executed and filed with the Secretary or with a
     transfer agent or transfer clerk, and on surrender of the
     certificate or certificates for such shares properly endorsed or
     accompanied by a duly executed stock transfer power and the
     payment of all taxes thereon otherwise provided by law, the
     Corporation shall be entitled to recognize the exclusive right of
     a person in whose name any share or shares stand on the record of
     stockholders as the owner of such share or shares for all purposes,
     including, without limitation, the rights to receive dividends
     or other distributions, and to vote as such owner, and the
     Corporation may hold any such stockholder of record liable for
     calls and assessments and the Corporation shall not be bound to
     recognize any equitable or legal claim to or interest in any such
     share or shares on the part of any other person whether or not it
     shall have express or other notice thereof. Whenever any transfers
     of shares shall be made for collateral security and not
     absolutely, and both the transferor and transferee request the
     Corporation to do so, such fact shall be stated in the entry of
               the transfer.   
     
              Section 4.  Regulations.  The Board may make such
     additional rules and regulations, not inconsistent with these By-
     Laws, as it may deem expedient concerning the issue, transfer and
     registration of certificates for shares of stock of the
     Corporation.  It may appoint, or authorize any officer or officers
     to appoint, one or more transfer agents or one or more transfer
     clerks and one or more registrars and may require all certificates
     for shares of stock to bear the signature or signatures of any of
     them.
 
              Section 5.  Lost, Destroyed or Mutilated Certificates.  The
     holder of any certificate representing shares of stock of the
     Corporation shall immediately notify the Corporation of any loss,
     destruction or mutilation of such certificate, and the Corporation
     may issue a new certificate of stock in the place of any
     certificate theretofore issued by it which the owner thereof shall
     allege to have been lost, stolen or destroyed, or which shall have
     been mutilated, and the Board may, in its discretion, require such
     owner or his legal representatives to give to the Corporation a
     bond in such sum, limited or unlimited, and in such form and with
     such surety or sureties as the Board in its absolute discretion
     shall determine, to indemnify the Corporation against any claim
     that may be made against it on account of the alleged loss, theft
     or destruction of any such certificate, or the issuance of a new
     certificate.  Anything herein to the contrary notwithstanding, the
     Board, in its absolute discretion, may refuse to issue any such
     new certificate, except pursuant to legal proceedings under the
     laws of the State of Delaware.
                                                  
              Section 6.  Stockholder's Right of Inspection.  Any
     stockholder of record of the Corporation, in person or by attorney
     or other agent, shall upon written demand under oath stating the
     purpose thereof, have the right during the usual hours for
     business to inspect for any proper purpose the Corporation's stock
     ledger, a list of its stockholders, and its other books and
     records, and to make copies or extracts therefrom.  A proper
     purpose shall mean a purpose reasonably related to such person's
     interest as a stockholder.  In every instance where an attorney
     or other agent shall be the person who seeks the right to
     inspection, the demand under oath shall be accompanied by a power
     of attorney or such other writing which authorizes the attorney
     or other agent to so act on behalf of the stockholder.  The demand
     under oath shall be directed to the Corporation at its registered
     office in the State of Delaware or at its principal place of
     business.
 
              Section 7.  Fixing of Record Date.  In order that the
     Corporation may determine the stockholders entitled to notice of
     or to vote at any meeting of stockholders or any adjournment
     thereof, or to express consent to corporate action in writing
     without a meeting, or entitled to receive payment of any dividend
     or other distribution or allotment of any rights, or entitled to
     exercise any rights in respect of any change, conversion or
     exchange of stock or for the purpose of any other lawful action,
     the Board may fix, in advance, a record date, which shall not be
     more than sixty nor less than ten days before the date of such
     meeting, nor more than sixty days prior to any other action.  A
     determination of stockholders of record entitled to notice of or
     to vote at a meeting of stockholders shall apply to any
     adjournment of the meeting; provided, however, that the Board may
     fix a new record date for the adjourned meeting.
                               
                        ARTICLE VIII 
                               
                           OFFICES
     
              Section 1.  Registered Office and Registered Agent.  The
     registered office of the Corporation in the State of Delaware
     shall be at No. 100 West Tenth Street, in the City of Wilmington,
     in the County of New Castle.  The name of the resident agent at
     such address shall be The Corporation Trust Company.
 
              Section 2.  Other Offices.  The Corporation may also have an
     office or offices other than said registered office at such place
     or places, either within or without the State of Delaware, as the
     Board shall from time to time determine or the business of the
     Corporation may require.
 
                          ARTICLE IX
                               
                         FISCAL YEAR
     
              The fiscal year of the Corporation shall be determined by
     the Board.                             
                               
                          ARTICLE X
                               
                             SEAL
     
              The Board shall provide a corporate seal, which shall be in
     the form of the name of the Corporation, the year of its
     incorporation, and the words Corporate Seal, Delaware.
 
                          ARTICLE XI
                               
                          AMENDMENTS
 
              These By-Laws may be amended or repealed, or new By-Laws may
     be adopted, at any annual or special meeting of the stockholders,
     by a majority of the total votes of the stockholders or when
     stockholders are required to vote by class by a majority of the
     appropriate class, present in person or by proxy and entitled to
     vote on such action; provided, however, that the notice of such
     meeting shall have been given as provided in these By-Laws, which
     notice shall mention that amendment or repeal of these By-Laws,
     or the adoption of new By-Laws, is one of the purposes of such
     meeting.  These By-Laws may also be amended or repealed, or new
     By-Laws may be adopted, by the Board at any meeting thereof
     provided that By-Laws adopted by the Board may be amended or
     repealed by the stockholders as hereinabove provided.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                          EXHIBIT 10
                               
                               
                               
                               
                               
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                          EXHIBIT 13
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               <PAGE>
                               
                               
                               
                          EXHIBIT 21
                               
                               
                SUBSIDIARIES OF THE REGISTRANT
 
 
 
                                          Jurisdiction
  Name (l, 2)                             of Incorporation
 
Advanced Resin Technology, Inc. (3)       New Hampshire
Human Factors Industrial Design, Inc. (4) New York
REFAC International, Ltd.                 Nevada
     REFAC Biochemics Corporation (5)     Delaware
     REFAC Financial Corporation          Delaware
REFAC International, S.A.  (6)            Switzerland
REFAC International (U.K.) Ltd. (6)       England
REFAC Services Corporation                New York
Selective Licensing & Promotion, Ltd. (7) Delaware    
 
(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 owned approximately 87% of the outstanding capital stock
     of Advanced Resin Technology, Inc. as of December 31, 1997 and
     approximately 93% as of March 21,1998.
 
(4)  Acquired on November 26, 1997.
 
(5)  Formed on December 2, 1997.
 
(6)  This corporation is in the process of being liquidated.
 
(7)  Formed on January 21, 1998.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 





    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, 1997
 
 
 <PAGE>
                  INDEX TO FINANCIAL STATEMENTS
 
 
 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, 1997,
   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.