SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
REFAC Technology Development Corporation
____________________________________________________________
(Name of Issuer)
Common Stock, Par Value $0.10 Per Share
____________________________________________________________
(Title of Class and Securities)
758654-10-7
___________________________________________________________
(CUSIP Number of Class of Securities)
Eugene M. Lang
c/o REFAC Technology Development Corporation
122 East 42nd Street
New York, New York 10168
(212) 687-4741
_____________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Mark N. Kaplan, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
January 6, 1997
_________________________________________________________
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Statement because of Rule d-1(b)(3) or
(4), check the following box: ( )
Check the following box if a fee is being paid with this
Statement: ( )
SCHEDULE 13D
CUSIP No. 758654-10-7
_________________________________________________________________
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Eugene M. Lang
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (x)*
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS
OO
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
_________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
_________________________________________________________________
(7) SOLE VOTING POWER
67,838.5
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 67,838.5
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,838.5
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.9%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
IN
_________________________________________________________________
* This response amends the previous filing to reflect that Eugene M. Lang
and the Eugene M. Lang Foundation are members of a group.
This Amendment No. 6 to a Schedule 13D filed by
Eugene M. Lang, as heretofore amended, relates to shares
(the "Shares") of the common stock, par value $0.10 per
Share, of REFAC Technology Development Corporation, a
Delaware corporation (the "Issuer"), and is being filed
pursuant to Rule 13d-2 under the Securities Exchange Act
of 1934, as amended.
Item 4. Purpose of Transaction.
Item 4 is hereby amended supplementally as
follows:
(a) On January 6, 1997, pursuant to the Stock
Repurchase Agreement incorporated by reference herein,
Mr. Lang sold, and the Issuer purchased, 832,912 Shares
at a price per Share of $8.25.
(d) On January 6, 1997, pursuant to the
Retirement Agreement incorporated by reference herein,
Mr. Lang resigned as Chief Executive Officer of the
Issuer.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended supplementally as
follows:
(a)-(c) and (e) As of January 6, 1997, Mr.
Lang has beneficial ownership of 67,838.5 Shares. On
January 6, 1997, Mr. Lang sold, and the Issuer purchased,
832,912 Shares at a price per Share of $8.25.
Shares which are beneficially owned by Mr. Lang
represent approximately 1.9 percent of the outstanding
class of shares.
SIGNATURE
After reasonable inquiry and to the best of his
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: January 10, 1997
By: /s/ Eugene M. Lang
Eugene M. Lang
