SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, DC 20549


                             -----------------

                                  FORM 8-K

                               CURRENT REPORT
                   PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934


                             -----------------


                      Date of Report: October 24, 2002
                     (Date of earliest event reported)


                                   REFAC
             (Exact Name of Registrant as Specified in Charter)

<TABLE>
<CAPTION>

<S>                                       <C>                          <C>
          Delaware                        0-7704                       13-1681234
(State or Other Jurisdiction of     (Commission File Number)         (IRS Employer
        Incorporation)                                              Identification
                                                                         No.)
</TABLE>


                115 River Road, Edgewater, New Jersey 07020
                  (Address of Principal Executive Offices)


                               (201) 943-4400
            (Registrant's telephone number, including area code)






Item 5.  Other events

         The registrant has entered into an Amendment No.1 to the Agreement
and Plan of Merger, dated as of October 21, 2002, with Palisade
Concentrated Equity Partnership, L.P. and Palisade Merger Corp. A copy of
such amendment is filed herewith as Exhibit 10.1 and is incorporated herein
by reference.


                                 SIGNATURE

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


                                            REFAC

Date: October 24, 2002                      By:  /s/ Robert L. Tuchman
      ----------------                           ----------------------
                                                 Robert L. Tuchman
                                                 Chief Executive Officer,
                                                 President and General Counsel



                                  EXHIBITS

10.1     Amendment No.1 to the Agreement and Plan of Merger, dated as of
         October 21, 2002, by and among Palisade Concentrated Equity
         Partnership, L.P., Palisade Merger Corp. and Refac.

<PAGE>

                                                               EXHIBIT 10.1
                                                               ------------


             AMENDMENT NO.1 TO THE AGREEMENT AND PLAN OF MERGER

                  THIS AMENDMENT NO.1 TO THE AGREEMENT AND PLAN OF MERGER
(this "Amendment") is dated as of October 21, 2002, by and among Palisade
Concentrated Equity Partnership, L.P., a Delaware limited partnership
("Palisade"), Palisade Merger Corp., a Delaware corporation and a direct
wholly-owned subsidiary of Palisade ("Merger Sub"), and Refac, a Delaware
corporation (the "Company").


                            W I T N E S S E T H:
                            - - - - - - - - - -

                  WHEREAS, Palisade, Merger Sub and the Company have
entered into the Agreement and Plan of Merger, dated as of August 19, 2002
(the "Agreement");

                  WHEREAS, pursuant to Section 9.04 of the Agreement, the
Agreement may be amended by a written instrument duly executed by or on
behalf of each party thereto; and

                  WHEREAS, Palisade, Merger Sub and the Company desire to
amend the Agreement on the terms hereinafter set forth.

                  NOW, THEREFORE, Palisade, Merger Sub and the Company,
intending to be legally bound, hereby agree to the following amendments to
the Agreement:

1.   Definitions. Capitalized terms used but not defined herein shall have
     the meanings set forth in the Agreement.

2.   Amendment to Section 2.01(f)(iv) of the Agreement. Section 2.01(f)(iv)
     of the Agreement shall be amended and restated in its entirety to read
     as follows:

                           "As soon as possible, but no later than 10
                  business days, following the determination of the fair
                  market value of the Liquid Distributable Assets pursuant
                  to paragraphs (i)-(iii) above, the Surviving Corporation
                  shall, and Palisade shall cause the Surviving Corporation
                  to, mail to each holder of Surviving Corporation Stock
                  who is entitled to receive the Payment Right pursuant to
                  Section 2.01(d): (A) a letter of transmittal (which shall
                  be in such form and have such other provisions not
                  inconsistent with this Agreement as the Surviving
                  Corporation and the Board Observers may reasonably
                  specify), (B) instructions for use in exchanging such
                  shares of Surviving Corporation Stock for the amount of
                  the Payment Right, specifying that the Payment Right
                  amount shall be paid only with respect to any such shares
                  of Surviving Corporation Stock exchanged on or before the
                  ninetieth day following the date on which such
                  instructions were first mailed to such holders and (C) a
                  form of affidavit, to be used by beneficial owners to
                  certify their continuous share ownership during the
                  period required under Section 2.01(d) (the "Affidavit").
                  Upon the tendering for exchange to the Surviving
                  Corporation of such shares of Surviving Corporation Stock
                  on or before such ninetieth day and such other documents
                  as may reasonably be required, together with such letter
                  of transmittal, duly executed, the holder of such shares
                  shall be entitled to receive a check representing an
                  amount equal to the Payment Amount multiplied by the
                  number of shares of Surviving Corporation Stock tendered
                  by such holder to the Surviving Corporation; provided,
                  that to be eligible to receive the Payment Right pursuant
                  to this Section 2.01(f), each holder who is not the
                  record holder of its shares must also submit to the
                  Surviving Corporation with such shares (1) a duly
                  completed and signed Affidavit and (2) one or more
                  broker's statements indicating that such holder was the
                  beneficial holder of such shares as of each of the
                  Closing Date and June 30, 2005. The holder of any shares
                  of Surviving Corporation Stock entitled to receive the
                  Payment Right pursuant to Section 2.01(d) who does not
                  tender such shares for exchange to the Surviving
                  Corporation on or before such ninetieth day in accordance
                  with this Section 2.01(f) shall not be entitled to
                  receive any Payment Right amounts with respect to such
                  shares, and to the extent any such shares are tendered to
                  the Surviving Corporation following such ninetieth day,
                  the Surviving Corporation shall promptly return such
                  shares to the holder."

3.   Limited Effect. Except as expressly specified herein, the terms and
     provisions of the Agreement shall continue and remain in full force
     and effect and shall remain the valid and binding obligation of the
     parties thereto in accordance with its terms.

4.   Counterparts. This Amendment may be executed in any number of
     counterparts, each of which will be deemed an original, but all of
     which together will constitute one and the same instrument.

5.   Governing Law. This Amendment shall be governed by and construed in
     accordance with the laws of the State of Delaware applicable to a
     contract executed and performed in such State without giving effect to
     the conflicts of laws principles thereof.


                          [SIGNATURE PAGE FOLLOWS]


         IN WITNESS WHEREOF, each party hereto has caused this Amendment to
the Agreement and Plan of Merger to be duly executed as of the day and year
first above written.

                                      PALISADE CONCENTRATED EQUITY
                                            PARTNERSHIP, L.P.

                                     By: Palisade Concentrated Holdings, L.L.C.,
                                         General Partner


                                     By:  /s/ Steven Berman
                                         --------------------------------------
                                         Name:    Steven Berman
                                         Title:   Member


                                     PALISADE MERGER CORP.


                                     By: /s/ Steven Berman
                                        ---------------------------------------
                                         Name:    Steven Berman
                                         Title:   President


                                     REFAC


                                     By: /s/ Robert L. Tuchman
                                        ---------------------------------------
                                         Name:    Robert L. Tuchman
                                         Title:   President and CEO
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SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, DC 20549

                             -----------------

                                  FORM 8-K

                               CURRENT REPORT
                   PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

                             -----------------

                      Date of Report: October 24, 2002
                     (Date of earliest event reported)

                                   REFAC
             (Exact Name of Registrant as Specified in Charter)
Delaware                        0-7704                       13-1681234
(State or Other Jurisdiction of     (Commission File Number)         (IRS Employer
        Incorporation)                                              Identification
                                                                         No.)
115 River Road, Edgewater, New Jersey 07020
                  (Address of Principal Executive Offices)

                               (201) 943-4400
            (Registrant's telephone number, including area code)

Item 5.  Other events

         The registrant has entered into an Amendment No.1 to the Agreement
and Plan of Merger, dated as of October 21, 2002, with Palisade
Concentrated Equity Partnership, L.P. and Palisade Merger Corp. A copy of
such amendment is filed herewith as Exhibit 10.1 and is incorporated herein
by reference.

                                 SIGNATURE

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

                                            REFAC

Date: October 24, 2002                      By:  /s/ Robert L. Tuchman
      ----------------                           ----------------------
                                                 Robert L. Tuchman
                                                 Chief Executive Officer,
                                                 President and General Counsel

                                  EXHIBITS

10.1     Amendment No.1 to the Agreement and Plan of Merger, dated as of
         October 21, 2002, by and among Palisade Concentrated Equity
         Partnership, L.P., Palisade Merger Corp. and Refac.
EXHIBIT 10.1
                                                               ------------

             AMENDMENT NO.1 TO THE AGREEMENT AND PLAN OF MERGER

                  THIS AMENDMENT NO.1 TO THE AGREEMENT AND PLAN OF MERGER
(this "Amendment") is dated as of October 21, 2002, by and among Palisade
Concentrated Equity Partnership, L.P., a Delaware limited partnership
("Palisade"), Palisade Merger Corp., a Delaware corporation and a direct
wholly-owned subsidiary of Palisade ("Merger Sub"), and Refac, a Delaware
corporation (the "Company").

                            W I T N E S S E T H:
                            - - - - - - - - - -

                  WHEREAS, Palisade, Merger Sub and the Company have
entered into the Agreement and Plan of Merger, dated as of August 19, 2002
(the "Agreement");

                  WHEREAS, pursuant to Section 9.04 of the Agreement, the
Agreement may be amended by a written instrument duly executed by or on
behalf of each party thereto; and

                  WHEREAS, Palisade, Merger Sub and the Company desire to
amend the Agreement on the terms hereinafter set forth.

                  NOW, THEREFORE, Palisade, Merger Sub and the Company,
intending to be legally bound, hereby agree to the following amendments to
the Agreement:

1.   Definitions. Capitalized terms used but not defined herein shall have
     the meanings set forth in the Agreement.

2.   Amendment to Section 2.01(f)(iv) of the Agreement. Section 2.01(f)(iv)
     of the Agreement shall be amended and restated in its entirety to read
     as follows:

                           "As soon as possible, but no later than 10
                  business days, following the determination of the fair
                  market value of the Liquid Distributable Assets pursuant
                  to paragraphs (i)-(iii) above, the Surviving Corporation
                  shall, and Palisade shall cause the Surviving Corporation
                  to, mail to each holder of Surviving Corporation Stock
                  who is entitled to receive the Payment Right pursuant to
                  Section 2.01(d): (A) a letter of transmittal (which shall
                  be in such form and have such other provisions not
                  inconsistent with this Agreement as the Surviving
                  Corporation and the Board Observers may reasonably
                  specify), (B) instructions for use in exchanging such
                  shares of Surviving Corporation Stock for the amount of
                  the Payment Right, specifying that the Payment Right
                  amount shall be paid only with respect to any such shares
                  of Surviving Corporation Stock exchanged on or before the
                  ninetieth day following the date on which such
                  instructions were first mailed to such holders and (C) a
                  form of affidavit, to be used by beneficial owners to
                  certify their continuous share ownership during the
                  period required under Section 2.01(d) (the "Affidavit").
                  Upon the tendering for exchange to the Surviving
                  Corporation of such shares of Surviving Corporation Stock
                  on or before such ninetieth day and such other documents
                  as may reasonably be required, together with such letter
                  of transmittal, duly executed, the holder of such shares
                  shall be entitled to receive a check representing an
                  amount equal to the Payment Amount multiplied by the
                  number of shares of Surviving Corporation Stock tendered
                  by such holder to the Surviving Corporation; provided,
                  that to be eligible to receive the Payment Right pursuant
                  to this Section 2.01(f), each holder who is not the
                  record holder of its shares must also submit to the
                  Surviving Corporation with such shares (1) a duly
                  completed and signed Affidavit and (2) one or more
                  broker's statements indicating that such holder was the
                  beneficial holder of such shares as of each of the
                  Closing Date and June 30, 2005. The holder of any shares
                  of Surviving Corporation Stock entitled to receive the
                  Payment Right pursuant to Section 2.01(d) who does not
                  tender such shares for exchange to the Surviving
                  Corporation on or before such ninetieth day in accordance
                  with this Section 2.01(f) shall not be entitled to
                  receive any Payment Right amounts with respect to such
                  shares, and to the extent any such shares are tendered to
                  the Surviving Corporation following such ninetieth day,
                  the Surviving Corporation shall promptly return such
                  shares to the holder."

3.   Limited Effect. Except as expressly specified herein, the terms and
     provisions of the Agreement shall continue and remain in full force
     and effect and shall remain the valid and binding obligation of the
     parties thereto in accordance with its terms.

4.   Counterparts. This Amendment may be executed in any number of
     counterparts, each of which will be deemed an original, but all of
     which together will constitute one and the same instrument.

5.   Governing Law. This Amendment shall be governed by and construed in
     accordance with the laws of the State of Delaware applicable to a
     contract executed and performed in such State without giving effect to
     the conflicts of laws principles thereof.

                          [SIGNATURE PAGE FOLLOWS]

         IN WITNESS WHEREOF, each party hereto has caused this Amendment to
the Agreement and Plan of Merger to be duly executed as of the day and year
first above written.

                                      PALISADE CONCENTRATED EQUITY
                                            PARTNERSHIP, L.P.

                                     By: Palisade Concentrated Holdings, L.L.C.,
                                         General Partner

                                     By:  /s/ Steven Berman
                                         --------------------------------------
                                         Name:    Steven Berman
                                         Title:   Member

                                     PALISADE MERGER CORP.

                                     By: /s/ Steven Berman
                                        ---------------------------------------
                                         Name:    Steven Berman
                                         Title:   President

                                     REFAC

                                     By: /s/ Robert L. Tuchman
                                        ---------------------------------------
                                         Name:    Robert L. Tuchman
                                         Title:   President and CEO